Utah Revised Nonprofit Corporation Act
Utah Code Title 16, Chapter 6a
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Title 16. Chapter 6a. Part 800. Directors and Officers.
16-6a-813. Action without
meeting.
(1)(a) Unless otherwise provided in the bylaws, any action
required or permitted by this chapter to be taken at a board of directors'
meeting may be taken without a meeting if all members of the board consent to
the action in writing.
(b) Action is taken under Subsection
(1)(a) at the time the last director signs a writing describing the action
taken, unless, before that time, any director revokes a consent by a writing
signed by the director and received by the secretary or any other person
authorized by the bylaws or the board of directors to receive the revocation.
(c) Action under Subsection (1)(a) is
effective at the time it is taken under Subsection (1)(a) unless the board of
directors establishes a different effective date.
(2)(a) Unless otherwise provided in the bylaws, any action required or
permitted by this chapter to be taken at a board of directors' meeting may be
taken without a meeting if notice is transmitted in writing to each member of
the board and each member of the board by the time stated in the notice:
(i)(A) signs a writing for
such action; or
(B) signs a writing against such action,
abstains in writing from voting, or fails to respond or vote; and
(ii) fails to demand in
writing that action not be taken without a meeting.
(b) The notice required by Subsection
(1) shall state:
(i)
the action to be taken;
(ii)
the time by which a director must respond to the notice;
(iii)
that failure to respond by the time stated in the notice will have the same
effect as:
(A) abstaining in writing by the time stated
in the notice; and
(B) failing to demand in writing by the time
stated in the notice that action not be taken without a meeting; and
(iv)
any other matters the nonprofit corporation determines to include.
(c) Action is taken under this
Subsection (2) only if at the end of the time stated in the notice transmitted
pursuant to Subsection (2)(a):
(i)
the affirmative votes in writing for the action received by the nonprofit
corporation and not revoked pursuant to Subsection (2)(e) equal or exceed the
minimum number of votes that would be necessary to take such action at a
meeting at which all of the directors then in office were present and voted;
and
(ii)
the nonprofit corporation has not received a written demand by a director that
the action not be taken without a meeting other than a demand that has been
revoked pursuant to Subsection (2)(e).
(d) A director's right to demand
that action not be taken without a meeting shall be considered to have been
waived unless the nonprofit corporation receives such demand from the director
in writing by the time stated in the notice transmitted pursuant to Subsection
(2)(a) and the demand has not been revoked pursuant to Subsection (2)(e).
(e) A director who in writing has
voted, abstained, or demanded action not be taken without a meeting pursuant to
this Subsection (2) may revoke the vote, abstention, or demand in writing
received by the nonprofit corporation by the time stated in the notice
transmitted pursuant to Subsection (2)(a).
(f) Unless the notice transmitted
pursuant to Subsection (2)(a) states a different effective date, action taken
pursuant to this Subsection (2) is effective at the end of the time stated in
the notice transmitted pursuant to Subsection (2)(a).
(3)(a) Unless otherwise provided by the bylaws, a
communication under this section may be delivered by an electronic
transmission.
(b) An electronic transmission
communicating a vote, abstention, demand, or revocation under Subsection (2) is
considered to be written, signed, and dated for purposes of this section if the
electronic transmission is delivered with information from which the nonprofit
corporation can determine:
(i)
that the electronic transmission is transmitted by the director; and
(ii)
the date on which the electronic transmission is transmitted.
(c) The date on which an electronic
transmission is transmitted is considered the date on which the vote,
abstention, demand, or revocation is signed.
(d) For purposes of this section,
communications to the nonprofit corporation are not effective until received.
Enacted 2000, ch. 300.
Amended:
2015, ch. 240, eff. May 12, 2015;
2016, ch. 69, eff. May 10, 2016.