Effective 5/12/2015 16-6a-801. Requirement for board of directors. (1) A nonprofit corporation shall have a board of directors. (2) (a) Except as may otherwise be provided in this chapter, including Subsection (2)(b), all corporate powers shall be exercised by or under the authority of, and the business and affairs of the nonprofit corporation managed under […]
16-6a-802. Qualifications of directors. (1) A director shall be: (a) a natural person; and (b) 18 years of age or older. (2) The bylaws may prescribe other qualifications for directors in addition to the requirements under Subsection (1). (3) A director need not be a resident of this state or a member of the nonprofit […]
16-6a-803. Number of directors. (1) A board of directors shall consist of three or more directors, with the number specified in, or fixed in accordance with, the bylaws. (2) (a) The bylaws may establish, or permit the voting members or the board of directors to establish, a range for the size of the board of […]
16-6a-804. Election, appointment, and designation of directors. (1) (a) All directors except the initial directors shall be elected, appointed, or designated as provided in the bylaws. (b) If no method of election, appointment, or designation is set forth in the bylaws, the directors other than the initial directors shall be elected as follows: (i) if […]
16-6a-805. Terms of directors generally. (1) (a) The bylaws may specify the terms of directors. (b) In the absence of any term specified in the bylaws, the term of each director shall be one year. (c) Unless otherwise provided in the bylaws, directors may be elected for successive terms. (2) Unless otherwise provided in the […]
16-6a-806. Staggered terms for directors. (1) The bylaws may provide for staggering the terms of directors by dividing the total number of directors into any number of groups. (2) The terms of office of the several groups permitted under Subsection (1) need not be uniform. Enacted by Chapter 300, 2000 General Session
Effective 5/12/2015 16-6a-807. Resignation of directors. (1) A director may resign at any time by giving written notice of resignation to the board’s chair, the nonprofit corporation’s secretary, or as otherwise provided in the bylaws. (2) A resignation of a director is effective when the notice is received by the nonprofit corporation unless the notice […]
Effective 5/12/2015 16-6a-808. Removal of directors. (1) Directors elected by voting members or directors may be removed as provided in Subsections (1)(a) through (f). (a) The voting members may remove one or more directors elected by them with or without cause unless the bylaws provide that directors may be removed only for cause. (b) If […]
16-6a-809. Removal of directors by judicial proceeding. (1) (a) The applicable court may remove a director in a proceeding commenced either by the nonprofit corporation or by voting members holding at least 10% of the votes entitled to be cast in the election of the director’s successor if the court finds that: (i) the director […]
16-6a-810. Vacancy on board. (1) Unless otherwise provided in the bylaws, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (a) the voting members, if any, may fill the vacancy; (b) the board of directors may fill the vacancy; or (c) if the […]
16-6a-811. Compensation of directors. Unless otherwise provided in the bylaws, the board of directors may authorize and fix the compensation of directors. Enacted by Chapter 300, 2000 General Session
16-6a-812. Meetings. (1) Unless the bylaws eliminate the requirement for holding an annual meeting, a nonprofit corporation that does not have voting members shall hold a meeting of the directors annually: (a) at a time and date stated in or fixed in accordance with the bylaws; or (b) if a time and date is not […]
Effective 5/10/2016 16-6a-813. Action without meeting. (1) (a) Unless otherwise provided in the bylaws, any action required or permitted by this chapter to be taken at a board of directors’ meeting may be taken without a meeting if all members of the board consent to the action in writing. (b) Action is taken under Subsection […]
Effective 5/12/2015 16-6a-814. Notice of meeting. (1) (a) A nonprofit corporation shall give to each director entitled to vote at an annual meeting notice of the annual meeting consistent with the nonprofit corporation’s bylaws in a fair and reasonable manner. (b) Any notice that conforms to the requirements of Subsection (1)(c) is fair and reasonable, […]
Effective 5/12/2015 16-6a-815. Waiver of notice. (1) (a) A director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice. (b) Except as provided by Subsection (2), the waiver shall be: (i) in writing; (ii) signed by the director entitled to the notice; and […]
16-6a-816. Quorum and voting. (1) Unless a greater or lesser number is required by the bylaws, a quorum of a board of directors consists of a majority of the number of directors in office immediately before the meeting begins. (2) The bylaws may authorize a quorum of a board of directors to consist of: (a) […]
Effective 5/12/2015 16-6a-817. Committees of the board. (1) Unless otherwise provided in the bylaws, the board of directors may: (a) create one or more committees of the board; and (b) appoint two or more directors to serve on the committees created under Subsection (1)(a). (2) Unless otherwise provided in the bylaws, the creation of a […]
16-6a-818. Officers. (1) (a) A nonprofit corporation shall have the officers designated: (i) in its bylaws; or (ii) by the board of directors in a manner not inconsistent with the bylaws. (b) An officer shall be: (i) a natural person; and (ii) 18 years of age or older. (c) An officer need not be a […]
16-6a-819. Duties of officers. Each officer shall have the authority and shall perform the duties set forth with respect to the office: (1) in the bylaws; or (2) to the extent not inconsistent with the bylaws, prescribed with respect to the office by: (a) the board of directors; or (b) an officer authorized by the […]
16-6a-820. Resignation and removal of officers. (1) An officer may resign at any time by giving written notice of resignation to the nonprofit corporation. (2) A resignation of an officer is effective when the notice is received by the nonprofit corporation unless the notice specifies a later effective date. (3) If a resignation is made […]
