Utah Code 16-6a-818. Officers

(1)

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Terms Used In Utah Code 16-6a-818

board of directors: means the body authorized to manage the affairs of a domestic or foreign nonprofit corporation. See Utah Code 16-6a-102
Bylaws: includes :

(i)	amended bylaws; and

(ii)

restated bylaws. See Utah Code 16-6a-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.

Delegate: means a person elected or appointed to vote in a representative assembly:

(a)	for the election of a director; or

(b)

on matters other than the election of a director. See Utah Code 16-6a-102

Director: means a member of the board of directors. See Utah Code 16-6a-102

Individual: means :

(a)	a natural person;

(b)	the estate of an incompetent individual; or

(c)

the estate of a deceased individual. See Utah Code 16-6a-102

Member: includes :

(i)	"voting member"; and

(ii)

a shareholder in a water company. See Utah Code 16-6a-102

Person: means an:

(a)	individual; or

(b)

entity. See Utah Code 16-6a-102

Secretary: means the corporate officer to whom the bylaws or the board of directors delegates responsibility under Subsection 16-6a-818(3) for:

(a)

the preparation and maintenance of:

(i)

minutes of the meetings of:

(A)	the board of directors; or

(B)	the members; and

(ii)	the other records and information required to be kept by the nonprofit corporation pursuant to Section 16-6a-1601; and

(b)

authenticating records of the nonprofit corporation. See Utah Code 16-6a-102

(a)

A nonprofit corporation shall have the officers designated:

(i)	in its bylaws; or

(ii)	by the board of directors in a manner not inconsistent with the bylaws.

(b)

An officer shall be:

(i)	a natural person; and

(ii)	18 years of age or older.

(c)	An officer need not be a director or a member of the nonprofit corporation, unless the bylaws so prescribe.

(2)

(a)	An officer may be appointed by the board of directors or in such other manner as the board of directors or bylaws may provide.

(b)

An appointed officer may appoint one or more officers or assistant officers if authorized by:

(i)	the bylaws; or

(ii)	the board of directors.

(3)

The bylaws or the board of directors shall delegate to the secretary or to one or more other persons responsibility for:

(a)

the preparation and maintenance of:

(i)	minutes of the directors’ and members’ meetings; and

(ii)	other records and information required to be kept by the nonprofit corporation under Section 16-6a-1601; and

(b)	authenticating records of the nonprofit corporation.

(4)	The same individual may simultaneously hold more than one office in a nonprofit corporation.

Enacted by Chapter 300, 2000 General Session

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