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-710. Members' list for
meeting and action by written ballot.
(1) (a) Unless otherwise provided by the bylaws, after
fixing a record date for a notice of a meeting or for determining the members
entitled to take action by written ballot, a nonprofit corporation shall
prepare a list of the names of all its members who are:
(i) (A)
entitled to notice of the meeting; and
(B)
to vote at the meeting; or
(ii) to
take the action by written ballot.
(b) The list required by Subsection (1) shall:
(i) be
arranged by voting group;
(ii) be
alphabetical within each voting group;
(iii) show
the address of each member entitled to notice of, and to vote at, the meeting
or to take such action by written ballot; and
(iv) show
the number of votes each member is entitled to vote at the meeting or by
written ballot.
(2) (a) If prepared in connection with a meeting of the
members, the members' list required by Subsection (1) shall be available for
inspection by any member entitled to vote at the meeting:
(i) (A)
beginning the earlier of:
(I) 10 days before the meeting for
which the list was prepared; or
(II) two business days after notice
of the meeting is given; and
(B)
continuing through the meeting, and any adjournment of the meeting; and
(ii) (A)
at the nonprofit corporation's principal office; or
(B)
at a place identified in the notice of the meeting in the city where the
meeting will be held.
(b) (i) The nonprofit corporation shall make the
members' list required by Subsection (1) available at the meeting.
(ii) Any
member entitled to vote at the meeting or an agent or attorney of a member
entitled to vote at the meeting is entitled to inspect the members' list at any
time during the meeting or any adjournment.
(c) A member entitled to vote at the meeting, or an
agent or attorney of a member entitled to vote at the meeting, is entitled on
written demand to inspect and, subject to Subsection 16-6a-1602(3)
and Subsections 16-6a-1603(2)
and (3), to copy a members' list required by Subsection (1):
(i)
during:
(A)
regular business hours; and
(B)
the period it is available for inspection; and
(ii) at
the member's expense.
(3) (a) On application of a member of a nonprofit
corporation, the applicable district court may take an action described in
Subsection (3)(b) if the nonprofit corporation refuses to allow a member entitled
to vote at the meeting or by the written ballot, or an agent or attorney of a
member entitled to vote at the meeting or by the written ballot, to inspect or
copy the members' list during the period it is required to be available for
inspection under Subsection (2).
(b) Under Subsection (3)(a), the applicable court may:
(i)
summarily order the inspection or copying of the members' list at the nonprofit
corporation's expense; and
(ii)
until the inspection or copying is complete:
(A)
postpone or adjourn the meeting for which the members' list was prepared; or
(B)
postpone the time when the nonprofit corporation must receive written ballots
in connection with which the members' list was prepared.
(c) For purposes of this Subsection (3), the
applicable court is:
(i) the
district court of the county in this state where the nonprofit corporation's
principal office is located; or
(ii) if
the nonprofit corporation has no principal office in this state, the district
court in and for Salt Lake County.
(4) If a court orders inspection or copying of a members'
list pursuant to Subsection (3), unless the nonprofit corporation proves that
it refused inspection or copying of the list in good faith because it had a
reasonable basis for doubt about the right of the member or the agent or
attorney of the member to inspect or copy the members' list:
(a) the court shall order the nonprofit corporation to
pay the member's costs, including reasonable counsel fees, incurred in obtaining
the order;
(b) the court may order the nonprofit corporation to
pay the member for any damages the member incurred; and
(c) the court may grant the member any other remedy
afforded the member by law.
(5) If a court orders inspection or copying of a members'
list pursuant to Subsection (3), the court may impose reasonable restrictions
on the use or distribution of the list by the member.
(6) Failure to prepare or make available the members' list
does not affect the validity of action taken at the meeting or by means of the
written ballot.
Amended by Chapter 364, 2008 General Session