16-6a-809. Removal of directors by judicial proceeding.
(1)
Need help reviewing 501c forms? Have it reviewed by a lawyer, get answers to your questions and move forward with confidence. Connect with a lawyer now
Terms Used In Utah Code 16-6a-809 v2
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.
Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
Deliver: includes delivery by mail or another means of transmission authorized by Section 16-6a-103, except that delivery to the division means actual receipt by the division. See Utah Code 16-6a-102
A court may remove a director, in an action brought by the nonprofit corporation or by voting members holding at least 10% of the votes entitled to be cast in the election of the director’s successor, if the court finds that:
(i)
the director engaged in:
(A)
fraudulent or dishonest conduct; or
(B)
gross abuse of authority or discretion with respect to the nonprofit corporation; or
(ii)
(A)
a final judgment has been entered finding that the director has violated a duty set forth in Section 16-6a-822; and
(B)
removal is in the best interests of the nonprofit corporation.
(2)
The court that removes a director may bar the director for a period prescribed by the court from:
(a)
reelection;
(b)
reappointment; or
(c)
designation.
(3)
If voting members commence a proceeding under Subsection (1), the voting members shall make the nonprofit corporation a party defendant.
(4)
A director who is removed pursuant to this section may deliver to the division for filing a statement to that effect pursuant to Section 16-6a-1608.
