Unless its articles of incorporation provide otherwise, and except as restricted by the Utah Constitution, every nonprofit corporation has:
(1)
perpetual duration and succession in its corporate name; and
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Terms Used In Utah Code 16-6a-302
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.
the name of a domestic corporation as stated in the domestic corporation's articles of incorporation;
(b)
the name of a domestic nonprofit corporation as stated in the domestic nonprofit corporation's articles of incorporation;
(c)
the name of a foreign corporation as stated in the foreign corporation's:
(i)
articles of incorporation; or
(ii)
document of similar import to articles of incorporation; or
(d)
the name of a foreign nonprofit corporation as stated in the foreign nonprofit corporation's:
(i)
articles of incorporation; or
(ii)
document of similar import to articles of incorporation. 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.
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
Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
Membership: refers to the rights and obligations of a member or members. See Utah Code 16-6a-102
money: means :
(i)
legal tender;
(ii)
a negotiable instrument; or
(iii)
other cash equivalent readily convertible into legal tender. See Utah Code 16-6a-102
Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
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.
Receive: when used in reference to receipt of a writing or other document by a domestic or foreign nonprofit corporation, means the writing or other document is actually received:
(a)
by the domestic or foreign nonprofit corporation at:
(i)
its registered office in this state; or
(ii)
its principal office;
(b)
by the secretary of the domestic or foreign nonprofit corporation, wherever the secretary is found; or
(c)
by another person authorized by the bylaws or the board of directors to receive the writing or other document, wherever that person is found. See Utah Code 16-6a-102
Share: means a unit of interest in a nonprofit corporation. See Utah Code 16-6a-102
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
Trustee: A person or institution holding and administering property in trust.
the same powers as an individual to do all things necessary or convenient to carry out its permitted activities and affairs, including without limitation the power to:
(a)
sue and be sued, complain and defend in its corporate name;
(b)
(i)
have a corporate seal, that may be altered at will; and
(ii)
use the corporate seal, or a facsimile of the corporate seal, by impressing or affixing it or in any other manner reproducing it;
(c)
make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing and regulating the affairs of the nonprofit corporation;
(d)
purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
(e)
sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property and assets;
(f)
purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity;
(g)
make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations and secure any of its obligations by mortgage or pledge of any of its property, assets, franchises, or income;
(h)
lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except that a nonprofit corporation may not lend money to or guarantee the obligation of a director or officer of the nonprofit corporation;
(i)
be an agent, associate, fiduciary, manager, member, partner, promoter, or trustee of, or to hold any similar position with, any entity;
(j)
conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state;
(k)
(i)
elect directors and appoint officers, employees, and agents of the nonprofit corporation;
(ii)
define the duties of the directors, officers, employees, and agents; and
(iii)
fix the compensation of the directors, officers, employees, and agents;
(l)
pay compensation in a reasonable amount to its directors, officers, or members for services rendered, including:
(i)
payment of advances for expenses reasonably expected to be incurred; and
(ii)
expenses relating to relocation of directors, officers, or employees;
(m)
pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;
(n)
make contributions to or for any person for:
(i)
the public welfare;
(ii)
charitable, religious, scientific, or educational purposes; or
(iii)
for other purposes that further the corporate interest;
(o)
pursue any lawful activity that will aid governmental policy;
(p)
make payments or do any other act, not inconsistent with law, that furthers the business and affairs of the nonprofit corporation;
(q)
establish rules governing the conduct of the business and affairs of the nonprofit corporation in the event of an emergency;
(r)
impose dues, assessments, admission fees, and transfer fees upon its members;
(s)
(i)
establish conditions for admission of members;
(ii)
admit members; and
(iii)
issue or transfer membership;
(t)
carry on a business;
(u)
indemnify current or former directors, officers, employees, fiduciaries, or agents as provided in this chapter;
(v)
limit the liability of its directors as provided in Subsection 16-6a-823(1);
