(1)  If a nonprofit corporation indemnifies or advances expenses to a director under this part in connection with a proceeding by or in the right of the nonprofit corporation, the nonprofit corporation shall give written notice of the indemnification or advance to the voting members with or before the notice of the next voting members’ meeting.

non profit

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Terms Used In Utah Code 16-6a-910

  • board of directors: means the body authorized to manage the affairs of a domestic or foreign nonprofit corporation. 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: includes , unless the context requires otherwise, the estate or personal representative of a director. See Utah Code 16-6a-901
  • Expenses: includes attorneys' fees. See Utah Code 16-6a-901
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Member: includes :
(i) "voting member"; and
(ii) a shareholder in a water company. See Utah Code 16-6a-102
  • Nonprofit corporation: includes any domestic or foreign entity that is a predecessor of a nonprofit corporation by reason of a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. See Utah Code 16-6a-901
  • Notice: means the same as that term is defined in Section 16-6a-103. See Utah Code 16-6a-102
  • Proceeding: means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. See Utah Code 16-6a-901
  • voting member: includes a "shareholder" if the nonprofit corporation has shareholders. See Utah Code 16-6a-102
  • Writing: includes :Utah Code 68-3-12.5
    • (2)  If the next voting member action after the indemnification or advance is taken without a meeting at the instigation of the board of directors, the notice shall be given to the voting members at or before the time the first voting member signs a writing consenting to the action.

    Enacted by Chapter 300, 2000 General Session

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