Utah Code 16-10a-1704. Saving provisions

(1)

Except as provided in Subsection (2), the repeal of any statute by this act does not affect:

Terms Used In Utah Code 16-10a-1704

Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
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.

Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.

Proceeding: includes :

(a)	a civil suit;

(b)	arbitration or mediation; and

(c)

a criminal, administrative, or investigatory action. See Utah Code 16-10a-102

Statute: A law passed by a legislature.

Voting group: means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Utah Code 16-10a-102

Writing: includes :Utah Code 68-3-12.5

(a)

the operation of the statute or any action taken under it before its repeal;

(b)	any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;

(c)	any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation of the statute before its repeal; or

(d)	any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and any proceeding, reorganization, or dissolution may be completed in accordance with the repealed statute as if the statute had not been repealed.

(2)	If a penalty or punishment imposed for violation of a statute repealed by this act is reduced by this act, the penalty or punishment if not already imposed shall be imposed in accordance with this act.

(3)

The provisions of Subsection 16-10a-630(1) may not operate to deny preemptive rights to shareholders who, immediately prior to July 1, 1992, were entitled to preemptive rights by reason of the failure of the articles of incorporation of the corporation of which they are shareholders to deny preemptive rights, and the corporation shall be treated for all purposes as if its articles of incorporation included the statement “the corporation elects to have preemptive rights,” until the date a resolution providing otherwise is approved by the same percentage of shareholders of each voting group as would be required to include the resolution in an amendment to the corporation’s articles of incorporation. Any preemptive rights existing by virtue of Subsection (3) are subject to the terms and provisions of Subsection 16-10a-630(2).

(4)

The provisions of Section 16-10a-704 may not operate to permit a corporation in existence prior to July 1, 1992, to take action by the written consent of fewer than all of the shareholders entitled to vote with respect to the subject matter of the action, until the date a resolution providing otherwise is approved either:

(a)	by a consent in writing, setting forth the proposed resolution, signed by all of the shareholders entitled to vote with respect to the subject matter of the resolution; or

(b)	at a duly convened meeting of shareholders, by the vote of the same percentage of shareholders of each voting group as would be required to include the resolution in an amendment to the corporation’s articles of incorporation.

Enacted by Chapter 277, 1992 General Session

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