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-713. Nonprofit
corporation's acceptance of votes.
(1) If the name signed on any of the following corresponds
to the name of a member, the nonprofit corporation, if acting in good faith,
may accept and give the following effect as the act of the member:
(a) a vote;
(b) a consent;
(c) a written ballot;
(d) a waiver;
(e) a proxy appointment; or
(f) a proxy appointment revocation.
(2) If the name signed on any writing listed in Subsection
(1) does not correspond to the name of a member, the nonprofit corporation, if
acting in good faith, may accept the writing and give it effect as the act of
the member if:
(a) (i) the member is an entity; and
(ii) the
name signed purports to be that of an officer or agent of the entity;
(b) (i) the name signed purports to be that of an
administrator, executor, guardian, or conservator representing the member; and
(ii)
evidence of fiduciary status acceptable to the nonprofit corporation with
respect to the writing listed in Subsection (1) that:
(A)
has been requested by the nonprofit corporation; and
(B)
is presented to the nonprofit corporation;
(c) (i) the name signed purports to be that of a
receiver or trustee in bankruptcy of the member; and
(ii)
evidence of this status acceptable to the nonprofit corporation with respect to
the writing listed in Subsection (1) that:
(A)
has been requested by the nonprofit corporation; and
(B)
is presented to the nonprofit corporation;
(d) (i) the name signed purports to be that of a
pledgee, beneficial owner, or attorney-in-fact of the member; and
(ii)
evidence acceptable to the nonprofit corporation of the signatory's authority
to sign for the member has been presented with respect to the writing listed in
Subsection (1) that:
(A)
has been requested by the nonprofit corporation; and
(B)
is presented to the nonprofit corporation;
(e) (i) two or more persons are the member as
cotenants or fiduciaries;
(ii) the
name signed purports to be the name of at least one of the cotenants or
fiduciaries; and
(iii) the
person signing appears to be acting on behalf of all the cotenants or
fiduciaries; or
(f) the acceptance of the writing listed in Subsection
(1) is otherwise proper under rules established by the nonprofit corporation
that are not inconsistent with this Subsection (2).
(3) The nonprofit corporation is entitled to reject a
writing listed in Subsection (1) if the secretary or other officer or agent
authorized to tabulate votes, acting in good faith, has reasonable basis for
doubt about:
(a) the validity of the signature on it; or
(b) the signatory's authority to sign for the member.
(4) The nonprofit corporation and its officer or agent who
accepts or rejects a writing
listed in Subsection (1) in good faith and in accordance
with the standards of this section are not liable in damages for the
consequences of the acceptance or rejection.
(5) Corporate action based on the acceptance or rejection of
a writing listed in Subsection (1) under this section is valid unless a court
of competent jurisdiction determines otherwise.
Enacted by Chapter 300, 2000 General Session