Utah Code 16-6a-808. Removal of directors

16-6a-808. Removal of directors.

(1)

Directors elected by voting members or directors may be removed as provided in Subsections (1)(a) through (f).

Need help reviewing 501c forms?
Have it reviewed by a lawyer, get answers to your questions and move forward with confidence.
Connect with a lawyer now

Terms Used In Utah Code 16-6a-808

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.
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.

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

Notice: means the same as that term is defined in Section 16-6a-103. See Utah Code 16-6a-102

Person: means an:

(a)	individual; or

(b)

entity. See Utah Code 16-6a-102

Vote: includes authorization by:

(a)	written ballot; and

(b)	written consent. 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)	The voting members may remove one or more directors elected by them with or without cause unless the bylaws provide that directors may be removed only for cause.

(b)	If a director is elected by a voting group, only that voting group may participate in the vote to remove that director.

(c)

Unless otherwise provided in the bylaws, a director may be removed:

(i)	when the director is elected by the voting members, only if a majority of the voting members votes to remove the director; or

(ii)	when the director is elected by a voting group, only if a majority of the voting group votes to remove the director.

(d)

A director elected by voting members may be removed by the voting members only:

(i)	at a meeting called for the purpose of removing that director; and

(ii)	if the meeting notice states that the purpose, or one of the purposes, of the meeting is removal of the director.

(e)	An entire board of directors may be removed under Subsections (1)(a) through (d).

(f)

(i)	Except as provided in Subsection (1)(f)(ii), a director elected by the board of directors may be removed with or without cause by the vote of a majority of the directors then in office or such greater number as is set forth in the bylaws.

(ii)	A director elected by the board of directors to fill the vacancy of a director elected by the voting members may be removed without cause by the voting members but not the board of directors.

(g)	A director who is removed pursuant to this section may deliver to the division for filing a statement to that effect pursuant to Section 16-6a-1608.

(2)

Unless otherwise provided in the bylaws:

(a)	an appointed director may be removed without cause by the person appointing the director;

(b)

the person described in Subsection (2)(a) shall remove the director by giving written notice of the removal to:

(i)	the director; and

(ii)	the nonprofit corporation; and

(c)

unless the written notice described in Subsection (2)(b) specifies a future effective date, a removal is effective when the notice is received by both:

(i)	the director to be removed; and

(ii)	the nonprofit corporation.

(3)	A designated director, as provided in Subsection 16-6a-804(5), may be removed by an amendment to the bylaws deleting or changing the designation.

(4)	Removal of a director under this section is not affected by Subsection 16-6a-805(5).

Amended by Chapter 240, 2015 General Session

Previous section

Next section

Part 8 Contents