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Terms Used In Utah Code 16-6a-823
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.
Articles of incorporation: include :
(a)
amended articles of incorporation;
(b)
restated articles of incorporation;
(c)
articles of merger; and
(d)
a document of a similar import to the documents described in Subsections (3)(a) through (c). 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.
Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
incorporated under a law other than the laws of this state; and
(b)
that would be a nonprofit corporation if formed under the laws of this state. 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
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)
Except as provided in Subsection (1)(b), a nonprofit corporation may eliminate or limit the liability of a director to the nonprofit corporation or to its members for monetary damages for any action taken or any failure to take any action as a director, if:
(i)
so provided in:
(A)
the articles of incorporation;
(B)
the bylaws; or
(C)
a resolution; and
(ii)
to the extent permitted in Subsection (3).
(b)
Subsection (1)(a) does not permit a nonprofit corporation from eliminating or limiting the liability of a director for:
(i)
the amount of a financial benefit received by a director to which the director is not entitled;
A provision authorized under this section may not eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision becomes effective.
(3)
Any provision authorized under this section to be included in the articles of incorporation may be adopted in the bylaws or by resolution, but only if the provision is approved by the same percentage of members of each voting group as would be required to approve an amendment to the articles of incorporation including the provision.
(4)
Any foreign nonprofit corporation authorized to transact business in this state, except as otherwise provided by law, may adopt any provision authorized under this section.
