(1)  Subject to other provisions under this section, Sections 16-6a-801 through 16-6a-805, and Sections 16-6a-810, 16-6a-812, 16-6a-814, 16-6a-815, and 16-6a-816 apply to the board of directors of insurers organized or operating under this chapter.

Terms Used In Utah Code 31A-7-303

  • articles of incorporation: means :
(a) the original articles;
(b) a special law;
(c) a charter;
(d) an amendment;
(e) restated articles;
(f) articles of merger or consolidation;
(g) a trust instrument;
(h) another constitutive document for a trust or other entity that is not a corporation; and
(i) an amendment to an item listed in Subsections (11)(a) through (h). See Utah Code 31A-1-301
  • board of directors: means the group of persons with responsibility over, or management of, a corporation, however designated. See Utah Code 31A-1-301
  • 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.
  • Corporation: means an insurance corporation, except when referring to:
    (i) a corporation doing business:
    (A) as:
    (I) an insurance producer;
    (II) a surplus lines producer;
    (III) a limited line producer;
    (IV) a consultant;
    (V) a managing general agent;
    (VI) a reinsurance intermediary;
    (VII) a third party administrator; or
    (VIII) an adjuster; and
    (B) under:
    (I) Chapter 23a, Insurance Marketing - Licensing Producers, Consultants, and Reinsurance Intermediaries;
    (II) Chapter 25, Third Party Administrators; or
    (III) Chapter 26, Insurance Adjusters; or
    (ii) a noninsurer that is part of a holding company system under Chapter 16, Insurance Holding Companies. See Utah Code 31A-1-301
  • Director: means a member of the board of directors of a corporation. See Utah Code 31A-1-301
  • Person: includes :
    (a) an individual;
    (b) a partnership;
    (c) a corporation;
    (d) an incorporated or unincorporated association;
    (e) a joint stock company;
    (f) a trust;
    (g) a limited liability company;
    (h) a reciprocal;
    (i) a syndicate; or
    (j) another similar entity or combination of entities acting in concert. See Utah Code 31A-1-301
  • Property: includes both real and personal property. See Utah Code 68-3-12.5
  • (2)  The property and lawful business of every corporation subject to this chapter shall be held and managed by a governing board of trustees or directors with the powers and authority as is necessary or incidental to the complete execution of the purposes of each corporation as limited by its articles of incorporation and bylaws. A board may not consist of less than five members. A majority of the directors shall be residents of Utah.

    (3)  Any person employed by or receiving more than 10% of his income from a corporation licensed under this chapter, and any person related to that person within the second degree by blood or marriage, is an “insider.” Insiders may not constitute a majority of the board of a corporation organized and operating under this chapter.

    (4)  The board shall manage the business and affairs of the corporation and may not delegate its power or responsibility to do so, except to the extent authorized by Section 31A-7-307.

    (5)  Section 16-6a-814 applies to the place and notice of directors’ meetings.

    (6)  Any director may be removed from office for cause by an affirmative vote of a majority of the full board at a meeting of the board called for that purpose.

    Amended by Chapter 300, 2000 General Session