Utah Code 16-6a-1010. Amendment of bylaws by board of directors or members

(1)

The board of directors may amend the bylaws at any time to add, change, or delete a provision, unless:

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Terms Used In Utah Code 16-6a-1010

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

Bylaws: includes :

(i)	amended bylaws; and

(ii)

restated bylaws. See Utah Code 16-6a-102

Class: means a group of memberships that has the same right with respect to voting, dissolution, redemption, transfer, or other characteristics. See Utah Code 16-6a-102

Membership: refers to the rights and obligations of a member or members. See Utah Code 16-6a-102

(a)

this chapter or the articles of incorporation or bylaws:

(i)	reserve the power exclusively to the members in whole or part; or

(ii)	otherwise prohibit the board of directors from amending the bylaws to add, change, or delete a provision; or

(b)	it would result in a change of the rights, privileges, preferences, restrictions, or conditions of a membership class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class.

(2)

(a)	Unless otherwise provided by the bylaws, the members may amend the bylaws even though the bylaws may also be amended by the board of directors.

(b)	Amendments to the bylaws by members shall be made in accordance with Sections 16-6a-1003 and 16-6a-1004 as if each reference in Sections 16-6a-1003 and 16-6a-1004 to the article of incorporation was a reference to the bylaws.

Amended by Chapter 228, 2006 General Session

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