Utah Code 16-6a-1006. Restated articles of incorporation

16-6a-1006. Restated articles of incorporation.

(1)

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Terms Used In Utah Code 16-6a-1006

Address: includes :

(i)	a post office box number;

(ii)	a rural free delivery route number; and

(iii)

a street name and number. See Utah Code 16-6a-102

Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.

Articles of incorporation: include :

(a)	amended articles of incorporation;

(b)	restated articles of incorporation;

(c)	articles of merger; and

(d)

a document of a similar import to the documents described in Subsections (3)(a) through (c). See Utah Code 16-6a-102

board of directors: means the body authorized to manage the affairs of a domestic or foreign nonprofit corporation. 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

Division: means the Division of Corporations and Commercial Code. 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

Notice: means the same as that term is defined in Section 16-6a-103. See Utah Code 16-6a-102

Vote: includes authorization by:

(a)	written ballot; and

(b)	written consent. See Utah Code 16-6a-102
(a)	The board of directors may restate the articles of incorporation at any time with or without member action.

(b)

The incorporators of a nonprofit corporation may restate the articles of incorporation at any time if the nonprofit corporation:

(i)	has no members; and

(ii)	no directors have been chosen.

(2)

(a)	The restatement may include one or more amendments to the articles of incorporation.

(b)	Notwithstanding Subsection (1), if the restatement includes an amendment requiring member approval, it shall be adopted as provided in Section 16-6a-1003.

(3)

(a)	If the board of directors submits a restatement for member action, the nonprofit corporation shall give notice, in accordance with Section 16-6a-704, to each member entitled to vote on the restatement of the members’ meeting at which the restatement will be voted upon.

(b)

The notice required by Subsection (3)(a) shall:

(i)	state that the purpose, or one of the purposes, of the meeting is to consider the restatement; and

(ii)	contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles of incorporation.

(4)

A nonprofit corporation restating its articles of incorporation shall deliver to the division for filing articles of restatement setting forth:

(a)	the name of the nonprofit corporation;

(b)	the text of the restated articles of incorporation;

(c)	if the restatement contains an amendment to the articles of incorporation that was adopted by the members, the information required by Subsection 16-6a-1005(5);

(d)	if the restatement was adopted by the board of directors or incorporators without member action, a statement to that effect and that member action was not required; and

(e)	the restatement does not need to contain the name or address of the incorporator or incorporators that were included in the articles of incorporation when originally filed.

(5)	Upon filing by the division or at any later effective date determined pursuant to Section 16-6a-108, restated articles of incorporation supersede the original articles of incorporation and all prior amendments to the original articles of incorporation.

Amended by Chapter 240, 2015 General Session

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