Utah Revised Nonprofit Corporation Act
Utah Code Title 16, Chapter 6a
Click here for the current Nonprofit Corporation Act.
The below is not updated with new changes to the law after 2018!
16-6a-1002. Amendment of articles
of incorporation by board of directors or incorporators.
(1) Unless otherwise provided in the articles of
incorporation, the board of directors may adopt, without member approval, one or
more amendments to the articles of incorporation to:
(a) delete the names and addresses of the initial
directors;
(b) change the information required by
Subsection 16-17-203(1),
but an amendment is not required to change the information;
(c) change the corporate name by:
(i)
substituting the word "corporation," "incorporated,"
"company," "limited," or an abbreviation of any such word
for a similar word or abbreviation in the name; or
(ii)
adding, deleting, or changing a geographical attribution; or
(d) make any other change expressly permitted by this
chapter to be made without member action.
(2) The board of directors may adopt, without member action,
one or more amendments to the articles of incorporation to change the corporate
name, if necessary, in connection with the reinstatement of a nonprofit
corporation pursuant to Section 16-6a-1412.
(3) (a) Subject to any approval required pursuant to
Section 16-6a-1013,
if a nonprofit corporation has no members, no members entitled to vote on
amendments, or no members yet admitted to membership, one or more amendments to
the nonprofit corporation's articles of incorporation may be adopted by:
(i) its
incorporators until directors have been chosen; or
(ii) its
directors after the directors have been chosen.
(b) A nonprofit corporation described in Subsection
(3)(a) shall provide notice of any meeting at which an amendment is to be voted
upon.
(c) The notice required by Subsection (3)(b) shall:
(i) be in
accordance with Section 16-6a-814;
(ii) state
that the purpose, or one of the purposes, of the meeting is to consider a
proposed amendment to the articles of incorporation; and
(iii) (A)
contain or be accompanied by a copy or summary of the amendment; or
(B)
state the general nature of the amendment.
(d) An amendment described in Subsection (3)(a) shall
be approved:
(i) by a
majority of the incorporators, until directors have been chosen; or
(ii) after
directors are chosen by a majority of the directors in office at the time the
amendment is adoptedor such greater
number as is set forth in the bylaws.