Utah Code 16-6a-1404. Revocation of dissolution

(1)	A nonprofit corporation may revoke its dissolution within 120 days after the effective date of the dissolution.

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Terms Used In Utah Code 16-6a-1404

board of directors: means the body authorized to manage the affairs of a domestic or foreign nonprofit corporation. See Utah Code 16-6a-102
Corporate name: means :

(a)	the name of a domestic corporation as stated in the domestic corporation's articles of incorporation;

(b)	the name of a domestic nonprofit corporation as stated in the domestic nonprofit corporation's articles of incorporation;

(c)

the name of a foreign corporation as stated in the foreign corporation's:

(i)	articles of incorporation; or

(ii)	document of similar import to articles of incorporation; or

(d)

the name of a foreign nonprofit corporation as stated in the foreign nonprofit corporation's:

(i)	articles of incorporation; or

(ii)

document of similar import to articles of incorporation. 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.

Division: means the Division of Corporations and Commercial Code. See Utah Code 16-6a-102

Member: includes :

(i)	"voting member"; and

(ii)

a shareholder in a water company. See Utah Code 16-6a-102

Vote: includes authorization by:

(a)	written ballot; and

(b)

written consent. See Utah Code 16-6a-102

Voting group: means all the members of one or more classes of members or directors that, under this chapter, the articles of incorporation, or the bylaws, are entitled to vote and be counted together collectively on a matter. See Utah Code 16-6a-102

(2)

(a)	Except as provided in Subsection (2)(b), revocation of dissolution shall be authorized in the same manner as the dissolution was authorized.

(b)

The board of directors may revoke the dissolution without member action if:

(i)	the dissolution is authorized pursuant to Section 16-6a-1402; and

(ii)	the authorization permitted revocation by action of the board of directors alone.

(3)

(a)

After the revocation of dissolution is authorized, the nonprofit corporation may revoke the dissolution by delivering to the division for filing, within 120 days after the effective date of dissolution:

(i)	articles of revocation of dissolution; and

(ii)	a copy of its articles of dissolution.

(b)

The articles of revocation of dissolution shall set forth:

(i)	the name of the nonprofit corporation;

(ii)	the effective date of the dissolution that was revoked;

(iii)

the date that the revocation of dissolution was authorized;

(iv)	if, pursuant to Subsection (2), the directors or the incorporators revoked a dissolution authorized under Section 16-6a-1401, a statement that the revocation of dissolution was authorized by the directors or the incorporators, as the case may be;

(v)	if, pursuant to Subsection (2), the directors revoked a dissolution approved by the members, a statement that the revocation was permitted by action of the directors pursuant to that approval; and

(vi)	if the revocation of dissolution was approved pursuant to Subsection (2) by the members, a statement that the number of votes cast for revocation of dissolution by each voting group entitled to vote separately on the proposal to dissolve was sufficient for approval by that voting group.

(4)

(a)	Revocation of dissolution is effective as provided in Subsection 16-6a-108(1).

(b)	A delayed effective date may not be specified pursuant to Subsection 16-6a-108(2).

(5)

When the revocation of dissolution is effective:

(a)	the revocation relates back to and takes effect as of the effective date of the dissolution; and

(b)	the nonprofit corporation may carry on its activities and use its corporate name as if dissolution had never occurred.

Enacted by Chapter 300, 2000 General Session

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