(1) 

non profit

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Terms Used In Utah Code 16-6a-805

  • 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.
  • Deliver: includes delivery by mail or another means of transmission authorized by Section 16-6a-103, except that delivery to the division means actual receipt by the division. See Utah Code 16-6a-102
  • Director: means a member of the board of directors. See Utah Code 16-6a-102
  • Division: means the Division of Corporations and Commercial Code. See Utah Code 16-6a-102
    • (a)  The bylaws may specify the terms of directors.

    (b)  In the absence of any term specified in the bylaws, the term of each director shall be one year.

    (c)  Unless otherwise provided in the bylaws, directors may be elected for successive terms.

    (2)  Unless otherwise provided in the bylaws, the terms of the initial directors of a nonprofit corporation expire at the first meeting at which directors are elected or appointed.

    (3)  A decrease in the number of directors or in the term of office does not shorten an incumbent director’s term.

    (4)  Unless otherwise provided in the bylaws, the term of a director filling a vacancy expires at the end of the unexpired term that the director is filling, except that if a director is elected to fill a vacancy created by reason of an increase in the number of directors, the term of the director shall expire on the later of:

    (a)  the next meeting at which directors are elected; or

    (b)  the term, if any, designated for the director at the time of the creation of the position being filled.

    (5)  Unless otherwise provided in the bylaws, despite the expiration of a director’s term, a director continues to serve until:

    (a)  the director’s successor is elected, appointed, or designated and qualifies; or

    (b)  there is a decrease in the number of directors.

    (6)  A director whose term has expired may deliver to the division for filing a statement to that effect pursuant to Section 16-6a-1608.

    Amended by Chapter 127, 2001 General Session

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