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Terms Used In Utah Code 16-6a-1704
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
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.
Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
State: when applied to the different parts of the United States, includes a state, district, or territory of the United States. See Utah Code 68-3-12.5
Voting group: means all the members of one or more classes of members or directors that, under this chapter, the articles of incorporation, or the bylaws, are entitled to vote and be counted together collectively on a matter. See Utah Code 16-6a-102
Except as provided in Subsection (2), the repeal of any statute by this act does not affect:
(i)
the operation of the statute or any action taken under it before its repeal;
(ii)
any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(iii)
any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation of the statute before its repeal; or
(iv)
any proceeding, reorganization, or dissolution commenced under the statute before its repeal.
(b)
A proceeding, reorganization, or dissolution described in Subsection (1)(a)(iv) may be completed in accordance with the repealed statute as if the statute had not been repealed.
(2)
If a penalty or punishment imposed for violation of a statute repealed by this act is reduced by this act, the penalty or punishment if not already imposed shall be imposed in accordance with this act.
(3)
Section 16-6a-707 does not operate to permit a nonprofit corporation in existence prior to April 30, 2001, to take action by the written consent of fewer than all of the members entitled to vote with respect to the subject matter of the action, until the date a resolution providing otherwise is approved either:
(a)
by a consent in writing:
(i)
setting forth the proposed resolution; and
(ii)
signed by all of the members entitled to vote with respect to the subject matter of the resolution; or
(b)
at a duly convened meeting of members, by the vote of the same percentage of members of each voting group as would be required to include the resolution in an amendment to the nonprofit corporation’s articles of incorporation.
(4)
Indemnification for an act or omission of a director or officer of a nonprofit corporation if the act or omission occurs prior to April 30, 2001, is governed by Title 16, Chapter 6, Utah Nonprofit Corporation and Co-operative Association Act, in effect as of April 29, 2001.
(5)
A nonprofit corporation is not required to amend the nonprofit corporation’s articles of incorporation to state whether its members are voting members if:
(a)
the nonprofit corporation was:
(i)
formed prior to April 30, 2001;
(ii)
formed under the laws of this state; and
(iii)
existing on April 30, 2001; and
(b)
the articles of incorporation of the nonprofit corporation states on April 30, 2001, that the nonprofit corporation has members.
Amended by Chapter 13, 2001 Special Session 1 Amended by Chapter 13, 2001 Special Session 1
