16-6a-815.  Waiver of notice.

(1) 

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Terms Used In Utah Code 16-6a-815

  • Corporate records: means the records described in Section 16-6a-1601. 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
  • Notice: means the same as that term is defined in Section 16-6a-103. See Utah Code 16-6a-102
  • Vote: includes authorization by:
(a) written ballot; and
(b) written consent. See Utah Code 16-6a-102
  • Writing: includes :Utah Code 68-3-12.5
  • (a)  A director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice.

    (b)  Except as provided by Subsection (2), the waiver shall be:

    (i)  in writing;

    (ii)  signed by the director entitled to the notice; and

    (iii)  delivered to the nonprofit corporation for filing with the corporate records.

    (c)  A waiver satisfies the requirements of Subsection (1)(b) if communicated by electronic transmission.

    (d)  The delivery and filing required by Subsection (1)(b) may not be conditions of the effectiveness of the waiver.

    (2)  A director’s attendance at or participation in a meeting waives any required notice to that director of the meeting unless:

    (a) 

    (i)  at the beginning of the meeting or promptly upon the director’s later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice; and

    (ii)  after objecting, the director does not vote for or assent to action taken at the meeting; or

    (b)  if special notice was required of a particular purpose pursuant to Subsection 16-6a-814(3):

    (i)  the director objects to transacting business with respect to the purpose for which the special notice was required; and

    (ii)  after objecting, the director does not vote for or assent to action taken at the meeting with respect to the purpose.

    Amended by Chapter 240, 2015 General Session