(1)  Unless the bylaws eliminate the requirement for holding an annual meeting, a nonprofit corporation that does not have voting members shall hold a meeting of the directors annually:

non profit

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Terms Used In Utah Code 16-6a-812

  • 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
  • Person: means an:
    (a) individual; or
    (b) entity. 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
    • (a)  at a time and date stated in or fixed in accordance with the bylaws; or

    (b)  if a time and date is not stated in or fixed in accordance with the bylaws, at a time and date stated in or fixed in accordance with a resolution of the board of directors.

    • (2)  The board of directors may hold regular or special meetings in or out of this state.

    (3) 

    (a)  Unless otherwise provided in the bylaws, the board of directors may permit any director to participate in a meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other during the meeting.

    (b)  A director participating in a meeting by a means permitted under Subsection (2) is considered to be present in person at the meeting.

    (4)  The failure to hold an annual or regular meeting at the time and date determined pursuant to Subsection (1) or (2) does not:

    (a)  affect the validity of any corporate action; or

    (b)  result in forfeiture or dissolution of the nonprofit corporation.

    Amended by Chapter 228, 2006 General Session

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