Utah Code 16-6a-205. Organization of the nonprofit corporation

(1)

After incorporation:

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Terms Used In Utah Code 16-6a-205

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

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.

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

(a)

if initial directors are named in the articles of incorporation, the initial directors may hold an organizational meeting, at the call of a majority of the initial directors, to complete the organization of the nonprofit corporation by:

(i)	appointing officers;

(ii)	adopting bylaws, if desired; and

(iii)

carrying on any other business brought before the meeting; or

(b)

if initial directors are not named in the articles of incorporation, until directors are elected, the incorporators may hold an organizational meeting at the call of a majority of the incorporators to do whatever is necessary and proper to complete the organization of the nonprofit corporation, including:

(i)	the election of directors and officers;

(ii)	the appointment of members; and

(iii)

the adoption and amendment of bylaws.

(2)

Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents that:

(a)	describe the action taken; and

(b)	are signed by each incorporator.

(3)	An organizational meeting may be held in or out of this state.

Enacted by Chapter 300, 2000 General Session

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