Utah Code 31A-9-204. Articles of incorporation and bylaws

(1)

The articles of incorporation shall set forth:

Terms Used In Utah Code 31A-9-204

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:

(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

Filed: means that a filing is:

(i)	submitted to the department as required by and in accordance with applicable statute, rule, or filing order;

(ii)	received by the department within the time period provided in applicable statute, rule, or filing order; and

(iii)

accompanied by the appropriate fee in accordance with:

(A)	Section 31A-3-103; or

(B)

rule. See Utah Code 31A-1-301

Form: means one of the following prepared for general use:

(i)

a policy;

(ii)	a certificate;

(iii)

an application;

(iv)	an outline of coverage; or

(v)	an endorsement. 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, which shall include the word “fraternal” or words of equivalent meaning;

(b)	the location of the principal office of the fraternal, which shall be in this state;

(c)	the purposes of the corporation, which shall include one or more of the purposes specified in Subsection 31A-9-101(1)(a)(ii)(B), but shall otherwise be restricted to those permitted under Section 31A-4-107;

(d)	the classes of members, and the qualifications and rights of the members of each class;

(e)	a description of the fraternal’s representative form of government, conforming to Section 31A-9-403;

(f)	the manner in which local lodges or branches may be formed and the powers they shall have, or a statement that the formation and powers of local lodges or branches is provided for in the bylaws;

(g)	a provision for fraternal bonds, if any are to be authorized, which shall conform to Section 31A-9-303; and

(h)	a provision for amendment of the articles, which shall conform to Section 31A-9-213.

(2)	The articles of incorporation are not required to recite the corporate powers enumerated in this chapter, as these powers are authorized by law.

(3)	Section 16-6a-818 applies to the officers of fraternals. The articles or bylaws shall specifically designate three or more offices, which shall be held by the principal officers of the fraternal. The principal offices shall be held by at least three separate natural persons.

(4)

The bylaws shall comply with the provisions of this chapter. A copy of the bylaws and any amendments to them shall be filed with the commissioner promptly after their adoption. Notice of amendments to the bylaws shall be given promptly to members. Subject to this chapter, Section 16-6a-206 applies to the bylaws and resolutions of fraternals.

Amended by Chapter 300, 2000 General Session

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