Utah Code 16-10a-1023. Bylaw provisions relating to election of directors
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(1) A corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association may elect in its bylaws to be governed in the election of directors by Subsection (2) unless the articles of incorporation:
Terms Used In Utah Code 16-10a-1023
- Articles of incorporation: include :(4)(a) amended and restated articles of incorporation;(4)(b) articles of merger; and(4)(c) a document of a similar import to those described in Subsections (4)(a) and (b). See Utah Code 16-10a-102
- Bylaws: includes amended bylaws and restated bylaws. See Utah Code 16-10a-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.
- Equal: means , with respect to biological sex, of the same value. See Utah Code 68-3-12.5
- Notice: is a s provided in Section 16-10a-103. See Utah Code 16-10a-102
- Person: means :
(24)(a) an individual;(24)(b) an association;(24)(c) an institution;(24)(d) a corporation;(24)(e) a company;(24)(f) a trust;(24)(g) a limited liability company;(24)(h) a partnership;(24)(i) a political subdivision;(24)(j) a government office, department, division, bureau, or other body of government; and(24)(k) any other organization or entity. See Utah Code 68-3-12.5- Quorum: The number of legislators that must be present to do business.
- Receive: when used in reference to receipt of a writing or other document by a domestic or foreign corporation, means the writing or other document is actually received by:
(28)(a) the corporation at its:(28)(a)(i) registered office in this state; or(28)(a)(ii) principal office;(28)(b) the secretary of the corporation, wherever the secretary is found; or(28)(c) another person authorized by the bylaws or the board of directors to receive the writing or other document, wherever that person is found. See Utah Code 16-10a-102- Shareholder: means :
(34)(a)(i) the person in whose name a share is registered in the records of a corporation; or(34)(a)(ii) the beneficial owner of a share to the extent recognized pursuant to Section 16-10a-723. See Utah Code 16-10a-102- Voting group: means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Utah Code 16-10a-102
(1)(a) specifically prohibit the adoption of a bylaw electing to be governed by this section;(1)(b) alter the vote required by Subsection 16-10a-728(2); or(1)(c) provide for cumulative voting.(2) A corporation may elect to be governed in the election of directors as follows:(2)(a) Each vote entitled to be cast may be voted for or against up to that number of candidates that is equal to the number of directors to be elected, or the shareholder may indicate abstention, but without cumulating the votes.(2)(b) To be elected, a nominee shall receive a plurality of the votes cast by shareholders of shares entitled to vote in the election at a meeting at which a quorum is present.(2)(c) Notwithstanding Subsection (2)(b), a nominee who is elected but receives more votes against than for election shall serve as a director for a term that terminates on the earlier of:(2)(c)(i) 90 days after the day on which the corporation certifies the voting results; or(2)(c)(ii) the day on which a person is selected by the board of directors to fill the office held by the director, which selection constitutes the filling of a vacancy by the board for the purpose of Section 16-10a-810.(2)(d) Subject to Subsection (2)(e), a nominee who is elected but receives more votes against than for election may not serve as a director beyond the 90-day period allowed by Subsection (2)(c).(2)(e) The board of directors may select any qualified person to fill the office held by a director who receives more votes against than for election.(3)(3)(a) Subsection (2) does not apply to an election of a director by a voting group if there are more candidates for election by the voting group than the number of directors to be elected, one or more of whom are properly proposed by shareholders.(3)(b) The determination of the number of candidates under Subsection (3)(a) is made:(3)(b)(i) at the expiration of a time fixed by the articles of incorporation or bylaws for the advance notification of director candidates; or(3)(b)(ii) if there is no provision under Subsection (3)(b)(i), at a time fixed by the board of directors not more than 14 days before notice is given of the meeting at which the election is to occur.(4) A person may not be considered a candidate for the purpose of Subsection (3) if the board of directors determines before the notice of meeting is given that the person’s candidacy does not create a bona fide election contest.(5) A bylaw electing to be governed by this section may be repealed:(5)(a) by the shareholders if originally adopted by the shareholders, unless otherwise provided by the bylaws; or(5)(b) by the board of directors or the shareholders, if originally adopted by the board of directors.