Unless the articles of incorporation, bylaws, or this chapter provide otherwise, action required or permitted by this chapter to be taken at a board of directors’ meeting may be taken without a meeting if all members of the board consent to the action in writing.
Terms Used In Utah Code 16-10a-821
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.
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
Receive: when used in reference to receipt of a writing or other document by a domestic or foreign corporation, means the writing or other document is actually received by:
(a)
the corporation at its:
(i)
registered office in this state; or
(ii)
principal office;
(b)
the secretary of the corporation, wherever the secretary is found; or
(c)
another person authorized by the bylaws or the board of directors to receive the writing or other document, wherever that person is found. See Utah Code 16-10a-102
Secretary: means the corporate officer to whom the bylaws or the board of directors delegates responsibility under Subsection 16-10a-830(3) for:
(a)
the preparation and maintenance of:
(i)
minutes of the meetings of the board of directors and of the shareholders; and
(ii)
the other records and information required to be kept by the corporation by Section 16-10a-830; and
Action is taken under this section at the time the last director signs a writing describing the action taken, unless, prior to that time, any director has revoked a consent by a writing signed by the director and received by the secretary or any other person authorized by the bylaws or the board of directors to receive the revocation.
(b)
(i)
Unless otherwise provided by the bylaws, a director may deliver a written consent under this section by an electronic transmission that provides the corporation with a complete copy of the written consent.
(ii)
An electronic transmission consenting to an action under this section is considered to be written, signed, and dated for purposes of this section if the electronic transmission is delivered with information from which the corporation can determine:
(A)
that the electronic transmission is transmitted by the director; and
(B)
the date on which the electronic transmission is transmitted.
(iii)
The date on which an electronic transmission is transmitted is considered the date on which a consent is signed.
(3)
Action under this section is effective at the time it is taken under Subsection (2), unless the board of directors establishes a different effective date.
(4)
Action taken under this section has the same effect as action taken at a meeting of directors and may be described as such in any document.
