Utah Code 16-6a-303. Emergency powers

(1)

In anticipation of or during an emergency defined in Subsection (4), the board of directors may:

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Terms Used In Utah Code 16-6a-303

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

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.

Director: means a member of the board of directors. See Utah Code 16-6a-102

Employee: includes an officer of a nonprofit corporation. See Utah Code 16-6a-102

Principal office: means :

(a)

the office, in or out of this state, designated by a domestic or foreign nonprofit corporation as its principal office in the most recent document on file with the division providing that information, including:

(i)	an annual report;

(ii)	an application for a certificate of authority; or

(iii)

a notice of change of principal office; or

(b)	if no principal office can be determined, a domestic or foreign nonprofit corporation's registered office. See Utah Code 16-6a-102 Quorum: The number of legislators that must be present to do business.
(a)	modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent;

(b)	adopt bylaws to be effective only in an emergency; and

(c)

(i)	relocate the principal office;

(ii)	designate an alternative principal office or regional office; or

(iii)

authorize officers to relocate or designate an alternative principal office or regional office.

(2)

During an emergency as defined in Subsection (4), unless emergency bylaws provide otherwise:

(a)

notice of a meeting of the board of directors:

(i)	need be given only to those directors whom it is practicable to reach; and

(ii)	may be given in any practicable manner, including by publication or radio; and

(b)	the officers of the nonprofit corporation present at a meeting of the board of directors may be considered to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(3)

Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the nonprofit corporation:

(a)	binds the nonprofit corporation; and

(b)	may not be the basis for the imposition of liability on any director, officer, employee, or agent of the nonprofit corporation on the ground that the action was not an authorized corporate action.

(4)	An emergency exists for purposes of this section if a quorum of the directors cannot readily be obtained because of a catastrophic event.

Enacted by Chapter 300, 2000 General Session

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