(1)  Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

Terms Used In Utah Code 16-10a-725

  • 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
  • Quorum: The number of legislators that must be present to do business.
  • Record date: means the date established under 6, or 7, on which a corporation determines the identity of its shareholders. See Utah Code 16-10a-102
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Share: means the unit into which the proprietary interests in a corporation are divided. See Utah Code 16-10a-102
  • 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
    • (2)  Once a share is represented for any purpose at a meeting, including the purpose of determining that a quorum exists, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or shall be set for that adjourned meeting.

    (3)  If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the articles of incorporation or this chapter requires a greater number of affirmative votes.

    (4)  The election of directors is governed by Section 16-10a-728.

    Amended by Chapter 378, 2010 General Session

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