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Terms Used In Utah Code 16-6a-117 v2
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
Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
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:
Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
A director, officer, delegate, or member may petition a court to take an action provided in Subsection (1)(b) if for any reason it is impractical or impossible for a nonprofit corporation in the manner prescribed by this chapter or the nonprofit corporation’s articles of incorporation or bylaws to:
(i)
call or conduct a meeting of the nonprofit corporation’s members, delegates, or directors; or
(ii)
otherwise obtain the consent of the nonprofit corporation’s members, delegates, or directors.
(b)
If a petition is filed under Subsection (1)(a), the court, in the manner the court finds fair and equitable under the circumstances, may order that:
(i)
a meeting be called; or
(ii)
a written consent or other form of obtaining the vote of members, delegates, or directors be authorized.
(2)
(a)
A court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to this chapter, the articles of incorporation, or bylaws.
(b)
The method of notice described in Subsection (1) complies with this section whether or not the method of notice:
(i)
results in actual notice to all persons described in Subsection (2)(a); or
(ii)
conforms to the notice requirements that would otherwise apply.
(c)
In a proceeding under this section, the court may determine who are the members or directors of a nonprofit corporation.
(3)
An order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes that would otherwise be imposed by this chapter or the nonprofit corporation’s articles of incorporation, or bylaws, including any requirement as to:
(a)
quorums; or
(b)
the number or percentage of votes needed for approval.
(4)
(a)
Whenever practical, any order issued pursuant to this section shall limit the subject matter of a meeting or other form of consent authorized to items the resolution of which will or may enable the nonprofit corporation to continue managing the nonprofit corporation’s affairs without further resort to this section, including amendments to the articles of incorporation or bylaws.
(b)
Notwithstanding Subsection (4)(a), an order under this section may authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, or sale of assets of a nonprofit corporation.
(5)
A meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to and that complies with an order issued under this section:
(a)
is for all purposes a valid meeting or vote, as the case may be; and
(b)
shall have the same force and effect as if it complied with every requirement imposed by this chapter or the nonprofit corporation’s articles of incorporation or bylaws.
(6)
In addition to a meeting held under this section, a court-ordered meeting may be held pursuant to Section 16-6a-703.
