(1)  The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.

Terms Used In Utah Code 16-10a-808

  • 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
  • Deliver: includes delivery by mail or another means of transmission authorized by Section 16-10a-103, except that delivery to the division means actual receipt by the division. See Utah Code 16-10a-102
  • Division: means the Division of Corporations and Commercial Code. See Utah Code 16-10a-102
  • Notice: is a s provided in Section 16-10a-103. See Utah Code 16-10a-102
  • State: when applied to the different parts of the United States, includes a state, district, or territory of the United States. See Utah Code 68-3-12.5
  • 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)  If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him.

    (3)  If cumulative voting is in effect, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against removal. If cumulative voting is not in effect, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast against removal.

    (4)  A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.

    (5)  A director who is removed pursuant to this section may deliver to the division for filing a statement to that effect pursuant to Section 16-10a-1608.

    Amended by Chapter 378, 2010 General Session

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