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!
(1) Unless a greater or lesser number is required by the
bylaws, a quorum of a board of directors consists of a majority of the number
of directors in office immediately before the meeting begins.
(2) The bylaws may authorize a quorum of a board of
directors to consist of:
(a) no fewer than:
(i)
one-third of the number of directors fixed if the nonprofit corporation has a
fixed board size; and
(ii) no
fewer than two directors in all circumstances;
(b) if a range for the size of the board is
established pursuant to Subsection 16-6a-803(2),
no fewer than one-third of the number of directors:
(i) fixed
in accordance with Subsection 16-6a-803(2);
or
(ii) in
office immediately before the meeting begins, if no number is fixed in
accordance with Subsection 16-6a-803(2).
(3) If a quorum is present when a vote is taken, the
affirmative vote of a majority of directors present is the act of the board of
directors unless the vote of a greater number of directors is required by this
chapter or the bylaws.
(4) (a) If provided in the bylaws, for purposes of
determining a quorum with respect to a particular proposal, and for purposes of
casting a vote for or against a particular proposal, a director may be
considered to be present at a meeting and to vote if the director has granted a
signed written proxy:
(i) to
another director who is present at the meeting; and
(ii)
authorizing the other director to cast the vote that is directed to be cast by
the written proxy with respect to the particular proposal that is described
with reasonable specificity in the proxy.
(b) Except as provided in this Subsection (4) and as
permitted by Section 16-6a-813,
directors may not vote or otherwise act by proxy.
(c) Notwithstanding Subsection (4)(a), a director may
grant a proxy to a person who is not a director if:
(i)
permitted by the bylaws; and
(ii) the
proxy meets all other requirements of Subsection (4)(a).
(5) A director who is present at a meeting of the board of
directors when corporate action is taken is considered to have assented to all
action taken at the meeting unless:
(a) (i) the director objects at the beginning of the
meeting, or promptly upon the director's arrival, to holding the meeting or
transacting business at the meeting; and
(ii) after
objecting, the director does not vote for or assent to any action taken at the
meeting;
(b) the director contemporaneously requests that the
director's dissent or abstention as to any specific action taken be entered in
the minutes of the meeting; or
(c) the director causes written notice of the
director's dissent or abstention as to any specific action to be received by:
(i) the
presiding officer of the meeting before adjournment of the meeting; or
(ii) the
nonprofit corporation promptly after adjournment of the meeting.
(6) The right of dissent or abstention pursuant to
Subsection (5) as to a specific action is not available to a director who votes
in favor of the action taken.
Amended by Chapter 386, 2009 General Session