Utah Code 16-6a-804. Election, appointment, and designation of directors

(1)

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Terms Used In Utah Code 16-6a-804

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

Class: means a group of memberships that has the same right with respect to voting, dissolution, redemption, transfer, or other characteristics. 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

Individual: means :

(a)	a natural person;

(b)	the estate of an incompetent individual; or

(c)	the estate of a deceased individual. See Utah Code 16-6a-102 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
(a)	All directors except the initial directors shall be elected, appointed, or designated as provided in the bylaws.

(b)

If no method of election, appointment, or designation is set forth in the bylaws, the directors other than the initial directors shall be elected as follows:

(i)	if the nonprofit corporation has voting members, all directors except the initial directors shall be elected by the voting members at each annual meeting of the voting members; and

(ii)	if the nonprofit corporation does not have voting members, all directors except the initial directors shall be elected by the board of directors.

(2)

(a)

The bylaws may authorize the election of all or a specified number or portion of directors, except the initial directors, by:

(i)	the members of one or more voting groups of voting members; or

(ii)	the directors of one or more authorized classes of directors.

(b)	A class of voting members or directors entitled to elect one or more directors is a separate voting group for purposes of the election of directors.

(3)	The bylaws may authorize the appointment of one or more directors by one or more persons, or by the holder of the office or position, as the bylaws shall specify.

(4)

The bylaws may provide for election of directors by voting members or delegates:

(a)	on the basis of chapter or other organizational unit;

(b)	by region or other geographic unit;

(c)	by preferential voting; or

(d)	by any other reasonable method.

(5)

For purposes of this chapter, designation occurs when the bylaws:

(a)	name an individual as a director; or

(b)	designate the holder of some office or position as a director.

Enacted by Chapter 300, 2000 General Session

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