The articles of incorporation requirements in Section 16-10a-202 apply to the articles of a stock corporation, except that:
Terms Used In Utah Code 31A-5-203
articles of incorporation: means :
(a)
the original articles;
(b)
a special law;
(c)
a charter;
(d)
an amendment;
(e)
restated articles;
(f)
articles of merger or consolidation;
(g)
a trust instrument;
(h)
another constitutive document for a trust or other entity that is not a corporation; and
(i)
an amendment to an item listed in Subsections (11)(a) through (h). See Utah Code 31A-1-301
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.
Corporation: means an insurance corporation, except when referring to:
a risk distributing arrangement providing for compensation or replacement for damages or loss through the provision of a service or a benefit in kind;
(ii)
a contract of guaranty or suretyship entered into by the guarantor or surety as a business and not as merely incidental to a business transaction; and
(iii)
a plan in which the risk does not rest upon the person who makes an arrangement, but with a class of persons who have agreed to share the risk. See Utah Code 31A-1-301
Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
Member: means a person having membership rights in an insurance corporation. See Utah Code 31A-1-301
Policyholder: means a person who controls a policy, binder, or oral contract by ownership, premium payment, or otherwise. See Utah Code 31A-1-301
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)
the name of the corporation shall comply with Sections 16-10a-401 and 31A-1-109 and the name of any new or renamed corporation shall include the word “insurance” or a term of equivalent meaning;
(b)
authorized shares shall conform to Subsection 31A-5-305(1) and the capital provided for shall conform to Section 31A-5-211; and
(c)
beginning on July 1, 1988, the purposes of the corporation are limited to those permitted by Section 31A-4-107.
(2)
The articles of incorporation requirements in Section 16-6a-202, except Subsections 16-6a-202(1)(f) and (g), apply to the articles of a mutual except that:
(a)
The name of the corporation shall comply with Sections 16-6a-401 and 31A-1-109 and the name of any new or renamed corporation shall include the words “mutual” and “insurance” or terms of equivalent meaning.
(b)
If any mutual bonds are authorized, they shall comply with Subsection 31A-5-305(2)(a).
(c)
The purposes of the corporation may not include doing a title insurance business, and shall be limited to those purposes permitted by Section 31A-4-107.
(d)
If assessable policies are permitted, the articles shall contain provisions giving assessment liabilities and procedures, including a provision specifying the classes of business on which assessment may be separately levied.
(e)
The articles may specify those classes of persons who may be policyholders, or prescribe the procedure for establishing or removing restrictions on the classes of persons who may be policyholders. The articles shall also state that each policyholder is a member of the corporation.
(3)
Sections 16-10a-830 and 16-10a-831 apply to stock corporations and Section 16-6a-818 applies to mutuals. The articles or bylaws shall designate three or more principal offices the principal officers of the corporation shall hold. The principal offices shall be held by at least three separate natural persons.
(4)
The bylaws of a domestic corporation shall comply with this chapter. A copy of the bylaws, and any amendments to them, shall be filed with the commissioner within 60 days after their adoption. Subject to this Subsection (4), Subsections 31A-5-204(2)(c) and (5), Subsection 31A-5-213(4), and Section 16-10a-206 apply to stock corporations and Section 16-6a-206 applies to mutuals.
