Utah Revised Nonprofit Corporation Act
Utah Code Title 16, Chapter 6a
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The below is not updated with new changes to the law after 2018!
16-6a-706. Record date --
Determining members entitled to notice and vote.
(1) (a) The bylaws may fix or provide the manner of fixing a
date as the record date for determining the members entitled to notice of a
members' meeting.
(b) If the bylaws do not fix or provide for fixing a
record date described in Subsection (1)(a), the board of directors may fix a
future date as the record date.
(c) If a record date is not fixed in accordance with
Subsection (1)(a) or (b), members entitled to notice of the meeting are the
members of the nonprofit corporation:
(i) at the
close of business on the business day preceding the day on which notice is
given; or
(ii) if
notice is waived, at the close of business on the business day preceding the
day on which the meeting is held.
(2) (a) The bylaws may fix or provide the manner of fixing a
date as the record date for determining the members entitled to vote at a
members' meeting.
(b) If the bylaws do not fix or provide for fixing a
record date described in Subsection (2)(a), the board may fix a future date as
the record date.
(c) If a record date is not fixed in accordance with
Subsection (2)(a) or (b), members entitled to vote at the meeting are the
members of the nonprofit corporation:
(i) on the
date of the meeting; and
(ii) who are
otherwise eligible to vote.
(3) (a) The bylaws may fix or provide the manner for
determining a date as the record date for the purpose of determining the
members entitled to exercise any rights in respect of any other lawful action.
(b) If the bylaws do not fix or provide for fixing a
record date described in Subsection (3)(a), the board of directors may fix a
future date as the record date.
(c) If a record date is not fixed in accordance with
Subsection (3)(a) or (b), members entitled to exercise the right are members of
the nonprofit corporation at the later of:
(i) the
close of business on the day on which the board adopts the resolution relating
to the exercise of the right; or
(ii) the
close of business on the 60th day before the date of the exercise of the right.
(4) A record date fixed under this section may not be more
than 70 days before the meeting or action requiring a determination of members
occurs.
(5) (a) A determination of members entitled to notice of or
to vote at a meeting of members is effective for any adjournment of the meeting
unless the board of directors fixes a new date for determining the right to
notice or the right to vote.
(b) The board of directors shall fix a new date for
determining the right to notice or the right to vote if the meeting is
adjourned to a date more than 120 days after the record date for determining
members entitled to notice of the original meeting.
(6) If a court orders a meeting adjourned to a date more
than 120 days after the date fixed for the original meeting, the court may:
(a) provide that the original record date for notice
or voting continues in effect; or
(b) fix a new record date for notice or voting.
Amended by Chapter 197, 2002 General Session