The Utah Revised Nonprofit Corporation Act is broken down into the following parts:
Section Name | Section Number |
---|---|
Title. | § 101 |
Definitions. | § 102 |
Notice. | § 103 |
Powers of the division. | § 104 |
Filing requirements. | § 105 |
Forms. | § 106 |
Fees. | § 107 |
Effective time and date of filed documents. | § 108 |
Correcting filed documents. | § 109 |
Filing duty of division. | § 110 |
Appeal from division's refusal to file document. | § 111 |
Evidentiary effect of copy of filed document. | § 112 |
Certificates issued by the division. | § 113 |
Penalty for signing false documents. | § 114 |
Liability to third parties. | § 115 |
Private foundations. | § 116 |
Judicial relief. | § 117 |
Electronic documents. | § 118 |
Execution against a mutual benefit corporation. | § 119 |
Part 2 - Incorporation |
Section Name | Section Number |
Incorporators. | § 201 |
Articles of incorporation. | § 202 |
Incorporation. | § 203 |
Liability for preincorporation transactions. | § 204 |
Organization of the nonprofit corporation. | § 205 |
Bylaws. | § 206 |
Incorporation of cooperative association. | § 207 |
Part 3 - Purposes And Powers |
Section Name | Section Number |
Purposes. | § 301 |
General powers. | § 302 |
Emergency powers. | § 303 |
Ultra vires. | § 304 |
Part 4 - Name |
Section Name | Section Number |
Corporate name. | § 401 |
Reserved name. | § 402 |
Corporate name -- Limited rights. | § 403 |
No requirement of members. | § 601 |
Part 6 - Members |
Section Name | Section Number |
Number and classes. | § 602 |
Admission. | § 603 |
Consideration. | § 604 |
Differences in rights and obligations of members. | § 605 |
Transfers. | § 606 |
Creditor's action against member. | § 607 |
Resignation. | § 608 |
Termination, expulsion, or suspension. | § 609 |
Purchase of memberships. | § 610 |
Property rights. | § 611 |
Derivative suits. | § 612 |
Delegates. | § 613 |
Part 7 - Member Meetings and Voting |
Section Name | Section Number |
Annual and regular meetings. | § 701 |
Special meetings. | § 702 |
Court-ordered meeting. | § 703 |
Notice of meeting. | § 704 |
Waiver of notice. | § 705 |
Record date -- Determining members entitled to notice and vote. | § 706 |
Action without meeting. | § 707 |
Meetings by telecommunication. | § 708 |
Action by written ballot. | § 709 |
Members' list for meeting and action by written ballot. | § 710 |
Voting entitlement generally. | § 711 |
Proxies. | § 712 |
Nonprofit corporation's acceptance of votes. | § 713 |
Quorum and voting requirements for voting groups. | § 714 |
Action by single and multiple voting groups. | § 715 |
Greater quorum or voting requirements. | § 716 |
Voting for directors -- Cumulative voting. | § 717 |
Voting agreements. | § 718 |
Part 8 - Directors and Officers |
Section Name | Section Number |
Requirement for board of directors. | § 801 |
Qualifications of directors. | § 802 |
Number of directors. | § 803 |
Election, appointment, and designation of directors. | § 804 |
Terms of directors generally. | § 805 |
Staggered terms for directors. | § 806 |
Resignation of directors. | § 807 |
Removal of directors. | § 808 |
Removal of directors by judicial proceeding. | § 809 |
Vacancy on board. | § 810 |
Compensation of directors. | § 811 |
Meetings. | § 812 |
Action without meeting. | § 813 |
Notice of meeting. | § 814 |
Waiver of notice. | § 815 |
Quorum and voting. | § 816 |
Committees of the board. | § 817 |
Officers. | § 818 |
Duties of officers. | § 819 |
Resignation and removal of officers. | § 820 |
Contract rights with respect to officers. | § 821 |
General standards of conduct for directors and officers. | § 822 |
Limitation of liability of directors. | § 823 |
Liability of directors for unlawful distributions. | § 824 |
Conflicting interest transaction. | § 825 |
Common members, directors, or officers. | § 826 |
Part 9 - Indemnification |
Section Name | Section Number |
Indemnification definitions. | § 901 |
Authority to indemnify directors. | § 902 |
Mandatory indemnification of directors. | § 903 |
Advance of expenses for directors. | § 904 |
Court-ordered indemnification of directors. | § 905 |
Determination and authorization of indemnification of directors. | § 906 |
Indemnification of officers, employees, fiduciaries, and agents. | § 907 |
Insurance. | § 908 |
Limitations on indemnification of directors. | § 909 |
Notice to voting members of indemnification of director. | § 910 |
Part 10 - Amendment of Articles of Incorporation and Bylaws |
Section Name | Section Number |
Authority to amend articles of incorporation. | § 1001 |
Amendment of articles of incorporation by board of directors or incorporators. | § 1002 |
Amendment of articles of incorporation by board of directors and members. | § 1003 |
Voting on amendments of articles of incorporation by voting groups. | § 1004 |
Articles of amendment to articles of incorporation. | § 1005 |
Restated articles of incorporation. | § 1006 |
Amendment of articles of incorporation pursuant to reorganization. | § 1007 |
Conversion to a business corporation. | § 1008 |
Conversion to or from a domestic limited liability company. | § 1008.7 |
Effect of amendment of articles of incorporation. | § 1009 |
Amendment of bylaws by board of directors or members. | § 1010 |
Bylaw changing quorum or voting requirement for members. | § 1011 |
Bylaw changing quorum or voting requirement for directors. | § 1012 |
Approval by third persons. | § 1013 |
Amendment terminating members or redeeming or canceling memberships. | § 1014 |
Part 11 - Merger |
Section Name | Section Number |
Merger. | § 1101 |
Action on plan of merger. | § 1102 |
Articles of merger. | § 1103 |
Effect of merger. | § 1104 |
Merger with foreign nonprofit corporation. | § 1105 |
Part 12 - Sale of Property |
Section Name | Section Number |
Sale of property. | § 1201 |
Sale of property other than in regular course of activities. | § 1202 |
Part 13 - Distributions |
Section Name | Section Number |
Distributions prohibited. | § 1301 |
Authorized distributions. | § 1302 |
Part 14 - Dissolution |
Section Name | Section Number |
Dissolution by incorporators or directors if no members. | § 1401 |
Dissolution by directors and members. | § 1402 |
Articles of dissolution. | § 1403 |
Revocation of dissolution. | § 1404 |
Effect of dissolution. | § 1405 |
Disposition of known claims by notification. | § 1406 |
Disposition of claims by publication. | § 1407 |
Enforcement of claims against dissolved nonprofit corporation. | § 1408 |
Service on dissolved nonprofit corporation. | § 1409 |
Grounds for administrative dissolution. | § 1410 |
Procedure for and effect of administrative dissolution. | § 1411 |
Reinstatement following administrative dissolution -- Reinstatement after voluntary dissolution. | § 1412 |
Appeal from denial of reinstatement. | § 1413 |
Grounds for judicial dissolution. | § 1414 |
Procedure for judicial dissolution. | § 1415 |
Receivership or custodianship. | § 1416 |
Decree of dissolution. | § 1417 |
Dissolution upon expiration of period of duration. | § 1418 |
Deposit with state treasurer. | § 1419 |
Part 15 - Foreign Nonprofit Corporations |
Section Name | Section Number |
Authority to conduct affairs required. | § 1501 |
Consequences of conducting affairs without authority. | § 1502 |
Application for authority to conduct affairs. | § 1503 |
Amended application for authority to conduct affairs. | § 1504 |
Effect of filing an application for authority to conduct affairs. | § 1505 |
Corporate name and assumed corporate name of foreign nonprofit corporation. | § 1506 |
Registered name of foreign nonprofit corporation. | § 1507 |
Resignation of registered agent of foreign nonprofit corporation. | § 1510 |
Service on foreign nonprofit corporation. | § 1511 |
Merger of foreign nonprofit corporations authorized to conduct affairs in this state. | § 1512 |
Withdrawal of foreign nonprofit corporation. | § 1513 |
Service on withdrawn foreign nonprofit corporation. | § 1514 |
Grounds for revocation. | § 1515 |
Procedure for and effect of revocation. | § 1516 |
Appeal from revocation. | § 1517 |
Domestication of foreign nonprofit corporations. | § 1518 |
Part 16 - Records, Information, and Reports |
Section Name | Section Number |
Corporate records. | § 1601 |
Inspection of records by directors and members. | § 1602 |
Scope of inspection right. | § 1603 |
Court-ordered inspection of corporate records. | § 1604 |
Limitations on use of membership list. | § 1605 |
Financial statements. | § 1606 |
Annual report for division. | § 1607 |
Statement of person named as director or officer. | § 1608 |
Interrogatories by division. | § 1609 |
Scope of a member's right to inspect or receive copies. | § 1610 |
Part 17 - Transitional Provisions and Scope of Chapter |
Section Name | Section Number |
Application to existing domestic nonprofit corporations -- Reports of domestic and foreign nonprofit corporation. | § 1701 |
Application to foreign nonprofit corporations. | § 1702 |
Nonapplicability of chapter. | § 1703 |
Saving provisions. | § 1704 |
Severability clause. | § 1705 |