Utah Code 16-6a-807. Resignation of directors

16-6a-807. Resignation of directors.

(1)	A director may resign at any time by giving written notice of resignation to the board’s chair, the nonprofit corporation‘s secretary, or as otherwise provided in the bylaws.

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Terms Used In Utah Code 16-6a-807

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.

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

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

Division: means the Division of Corporations and Commercial Code. See Utah Code 16-6a-102

Notice: means the same as that term is defined in Section 16-6a-103. 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

Vote: includes authorization by:

(a)	written ballot; and

(b)	written consent. See Utah Code 16-6a-102
(2)	A resignation of a director is effective when the notice is received by the nonprofit corporation unless the notice specifies a later effective date.

(3)	A director who resigns may deliver to the division for filing a statement that the director resigns pursuant to Section 16-6a-1608.

(4)

The failure to attend or meet obligations shall be effective as a resignation at the time of the board of director’s vote to confirm the failure if:

(a)

at the beginning of a director’s term on the board, the bylaws provide that a director may be considered to have resigned for failing to:

(i)	attend a specified number of board meetings; or

(ii)	meet other specified obligations of directors; and

(b)	the failure to attend or meet obligations is confirmed by an affirmative vote of the board of directors.

Amended by Chapter 240, 2015 General Session

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