Utah Code 16-10a-1201. Sale or mortgage of property without shareholder approval

(1)

A corporation may, on the terms and conditions and for the consideration determined by the board of directors:

Terms Used In Utah Code 16-10a-1201

Articles of incorporation: include :

(a)	amended and restated articles of incorporation;

(b)	articles of merger; and

(c)

a document of a similar import to those described in Subsections (4)(a) and (b). See Utah Code 16-10a-102

Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.

Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}

Property: includes both real and personal property. See Utah Code 68-3-12.5

Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. ^{Source: FDIC}

Shareholder: means :

(i)	the person in whose name a share is registered in the records of a corporation; or

(ii)	the beneficial owner of a share to the extent recognized pursuant to Section 16-10a-723. See Utah Code 16-10a-102
(a)	sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business or in a transaction not requiring shareholder approval as provided in Section 16-10a-1202;

(b)	mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or

(c)	transfer any or all of its property to a corporation all the shares of which are owned by the corporation.

(2)	Unless otherwise provided in the articles of incorporation, approval by the shareholders of a transaction described in Subsection (1) is not required.

Enacted by Chapter 277, 1992 General Session

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