Utah Code 31A-8-204. Articles and bylaws

(1)

The articles of a nonprofit organization shall conform to Subsections 16-6a-202(1)(a) through (e). The articles of other organizations shall conform to Section 16-10a-202. In addition:

Terms Used In Utah Code 31A-8-204

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:

(i)

a corporation doing business:

(A)

as:

(I)	an insurance producer;

(II)	a surplus lines producer;

(III)

a limited line producer;

(IV)	a consultant;

(V)	a managing general agent;

(VI)	a reinsurance intermediary;

(VII)

a third party administrator; or

(VIII)

an adjuster; and

(B)

under:

(I)	Chapter 23a, Insurance Marketing - Licensing Producers, Consultants, and Reinsurance Intermediaries;

(II)	Chapter 25, Third Party Administrators; or

(III)

Chapter 26, Insurance Adjusters; or

(ii)

a noninsurer that is part of a holding company system under Chapter 16, Insurance Holding Companies. See Utah Code 31A-1-301

Health care: means any of the following intended for use in the diagnosis, treatment, mitigation, or prevention of a human ailment or impairment:

(a)	a professional service;

(b)	a personal service;

(c)	a facility;

(d)	equipment;

(e)

a device;

(f)	supplies; or

(g)	medicine. See Utah Code 31A-1-301 Indemnity: means the payment of an amount to offset all or part of an insured loss. See Utah Code 31A-1-301 Individual: means a natural person. 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 powers of the corporation shall be limited to those permitted under Section 31A-8-105;

(b)	the articles shall state whether the organization is a health maintenance organization or a limited health plan;

(c)	the articles shall state the services to be provided or for which indemnity is to be paid, which services provided and indemnity guaranteed shall be consistent with the organization’s designation under Subsection (1)(b);

(d)	the articles shall state that as to health care services for which individual providers are required to be licensed, the services provided by the organization shall be provided by persons properly licensed to perform the services;

(e)	the articles shall state whether providers of services are subject to assessment or withholding to pay operating costs or financial deficits;

(f)	the articles shall state, for organizations having members, how persons become members and that only members vote; and

(g)	the articles of an organization not having members shall state how the directors of the organization shall be selected and removed.

(2)	The articles or bylaws shall designate three or more officers as the principal officers of the corporation. The principal offices shall be held by at least three separate natural persons.

(3)	Section 31A-5-219 applies to amendments to articles of organizations.

(4)	Organizations shall adopt and maintain bylaws. Section 16-6a-206 applies to organizations, except for the statement that bylaws need not be adopted.

Amended by Chapter 364, 2008 General Session

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