(1) An amendment to the articles of incorporation or bylaws of a nonprofit corporation shall meet the requirements of this chapter and this section if the amendment would:

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Terms Used In Utah Code 16-6a-1014

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Articles of incorporation: include :
         (3)(a) amended articles of incorporation;
         (3)(b) restated articles of incorporation;
         (3)(c) articles of merger; and
         (3)(d) a document of a similar import to the documents described in Subsections (3)(a) through (c). See Utah Code 16-6a-102
  • board of directors: means the body authorized to manage the affairs of a domestic or foreign nonprofit corporation. See Utah Code 16-6a-102
  • Bylaws: includes :
              (6)(b)(i) amended bylaws; and
              (6)(b)(ii) restated bylaws. See Utah Code 16-6a-102
  • Class: means a group of memberships that has the same right with respect to voting, dissolution, redemption, transfer, or other characteristics. See Utah Code 16-6a-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.
  • Notice: means the same as that term is defined in Section 16-6a-103. See Utah Code 16-6a-102
     (1)(a) terminate all members or any class of members; or
     (1)(b) redeem or cancel all memberships or any class of memberships.
(2) Before adopting a resolution proposing an amendment as described in Subsection (1), the board of directors of a nonprofit corporation shall give notice of the general nature of the amendment to the members.