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-712. Proxies.
(1) Unless otherwise provided by the bylaws, a member
entitled to vote may vote or otherwise act in person or by proxy.
(2) Without limiting the manner in which a member may
appoint a proxy to vote or otherwise act for the member, Subsections (2)(a) and
(b) constitute valid means of appointing a proxy.
(a) A member may appoint a proxy by signing an
appointment form, either personally or by the member's attorney-in-fact.
(b) (i) Subject to Subsection (2)(b)(ii) a member may
appoint a proxy by transmitting or authorizing the transmission of a telegram,
teletype, facsimile, or other electronic transmission providing a written
statement of the appointment to:
(A)
the proxy;
(B)
a proxy solicitor;
(C)
a proxy support service organization;
(D)
another person duly authorized by the proxy to receive appointments as agent
for the proxy; or
(E)
the nonprofit corporation.
(ii) An
appointment transmitted under Subsection (2)(b)(i) shall set forth or be
transmitted with written evidence from which it can be determined that the
member transmitted or authorized the transmission of the appointment.
(3) (a) An appointment of a proxy is effective against the
nonprofit corporation when received by the nonprofit corporation, including
receipt by the nonprofit corporation of an appointment transmitted pursuant to
Subsection (2)(b).
(b) An appointment is valid for 11 months unless a
different period is expressly provided in the appointment form.
(4) Any complete copy, including an electronic
transmission, of an appointment of a proxy may be substituted for or
used in lieu of the original appointment for any purpose for which the original
appointment could be used.
(5) An appointment of a proxy is revocable by the member.
(6) An appointment of a proxy is revoked by the person
appointing the proxy:
(a) attending any meeting and voting in person; or
(b) signing and delivering to the secretary or other
officer or agent authorized to tabulate proxy votes:
(i) a
writing stating that the appointment of the proxy is revoked; or
(ii) a
subsequent appointment form.
(7) The death or incapacity of the member appointing a proxy
does not affect the right of the nonprofit corporation to accept the proxy's
authority unless notice of the death or incapacity is received by the secretary
or other officer or agent authorized to tabulate votes before the proxy
exercises the proxy's authority under the appointment.
(8) Subject to Section 16-6a-713 and
to any express limitation on the proxy's authority appearing on the appointment
form, a nonprofit corporation is entitled to accept the proxy's vote or other
action as that of the member making the appointment.
Enacted 2000, ch. 300.
Amended 2015, ch. 240, eff. May 12, 2015.