(1) Unless the bylaws eliminate the requirement for holding an annual meeting, a nonprofit corporation that has voting members shall hold a meeting of the voting members annually:

Ask a business law question, get an answer ASAP!
Thousands of highly rated, verified business lawyers.
Click here to chat with a lawyer about your rights.

Terms Used In Utah Code 16-6a-701

  • 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
  • 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.
  • Membership: refers to the rights and obligations of a member or members. See Utah Code 16-6a-102
  • Principal office: means :
         (41)(a) the office, in or out of this state, designated by a domestic or foreign nonprofit corporation as its principal office in the most recent document on file with the division providing that information, including:
              (41)(a)(i) an annual report;
              (41)(a)(ii) an application for a certificate of authority; or
              (41)(a)(iii) a notice of change of principal office; or
         (41)(b) if no principal office can be determined, a domestic or foreign nonprofit corporation's registered office. See Utah Code 16-6a-102
  • 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
     (1)(a) at a time and date stated in or fixed in accordance with the bylaws; or
     (1)(b) if a time and date is not stated in or fixed in accordance with the bylaws, at a time and date stated in or fixed in accordance with a resolution of the board of directors.
(2) A nonprofit corporation with members may hold regular membership meetings at:

     (2)(a) a time and date stated in or fixed in accordance with the bylaws; or
     (2)(b) if a time and date is not stated in or fixed in accordance with the bylaws, at a time and date stated in or fixed in accordance with a resolution of the board of directors.
(3)

     (3)(a) Annual and regular membership meetings may be held in or out of this state:

          (3)(a)(i) at the place stated in or fixed in accordance with the bylaws; or
          (3)(a)(ii) if no place is stated in or fixed in accordance with the bylaws, at a place stated in or fixed in accordance with a resolution of the board of directors.
     (3)(b) If no place is stated or fixed in accordance with Subsection (3)(a), annual and regular meetings shall be held at the nonprofit corporation’s principal office.
(4) The failure to hold an annual or regular meeting at the time and date determined pursuant to Subsection (1) does not:

     (4)(a) affect the validity of any corporate action; or
     (4)(b) work a forfeiture or dissolution of the nonprofit corporation.