(1) Subject to this section, Sections 16-10a-801 through 16-10a-803, 16-10a-805, and 16-10a-811 apply to the board of directors of a stock corporation and Sections 16-6a-802 and 16-6a-805 apply to the governing board and trustees of mutuals.
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Terms Used In Utah Code 31A-5-407

  • board of directors: means the group of persons with responsibility over, or management of, a corporation, however designated. See Utah Code 31A-1-301
  • 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.
  • Corporation: means an insurance corporation, except when referring to:
              (34)(a)(i) a corporation doing business:
                   (34)(a)(i)(A) as:
                        (34)(a)(i)(A)(I) an insurance producer;
                        (34)(a)(i)(A)(II) a surplus lines producer;
                        (34)(a)(i)(A)(III) a limited line producer;
                        (34)(a)(i)(A)(IV) a consultant;
                        (34)(a)(i)(A)(V) a managing general agent;
                        (34)(a)(i)(A)(VI) a reinsurance intermediary;
                        (34)(a)(i)(A)(VII) a third party administrator; or
                        (34)(a)(i)(A)(VIII) an adjuster; and
                   (34)(a)(i)(B) under:
                        (34)(a)(i)(B)(I) Chapter 23a, Insurance Marketing - Licensing Producers, Consultants, and Reinsurance Intermediaries;
                        (34)(a)(i)(B)(II) Chapter 25, Third Party Administrators; or
                        (34)(a)(i)(B)(III) Chapter 26, Insurance Adjusters; or
              (34)(a)(ii) a noninsurer that is part of a holding company system under Chapter 16, Insurance Holding Companies. See Utah Code 31A-1-301
  • Insurance: includes :
              (96)(b)(i) a risk distributing arrangement providing for compensation or replacement for damages or loss through the provision of a service or a benefit in kind;
              (96)(b)(ii) a contract of guaranty or suretyship entered into by the guarantor or surety as a business and not as merely incidental to a business transaction; and
              (96)(b)(iii) a plan in which the risk does not rest upon the person who makes an arrangement, but with a class of persons who have agreed to share the risk. See Utah Code 31A-1-301
  • Mutual: means a mutual insurance corporation. See Utah Code 31A-1-301
  • mutual corporation: means a mutual insurance corporation. See Utah Code 31A-1-301
  • Person: includes :
         (146)(a) an individual;
         (146)(b) a partnership;
         (146)(c) a corporation;
         (146)(d) an incorporated or unincorporated association;
         (146)(e) a joint stock company;
         (146)(f) a trust;
         (146)(g) a limited liability company;
         (146)(h) a reciprocal;
         (146)(i) a syndicate; or
         (146)(j) another similar entity or combination of entities acting in concert. See Utah Code 31A-1-301
  • Quorum: The number of legislators that must be present to do business.
  • 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
  • Stock corporation: means a stock insurance corporation. See Utah Code 31A-1-301
(2) A majority of the directors shall be residents of this state unless the commissioner is satisfied that the corporation‘s financial condition, management, and other circumstances give assurance that the interests of insureds and the public will not be endangered by the majority being nonresidents.
(3) Employees and agents of a corporation that receive more than 10% of their income from the corporation, and persons related to any of them within the second degree by blood or marriage, if directors, are considered “inside directors.” Inside directors may not constitute a majority of the corporation’s board.
(4) Subsections (2) and (3) and the required number of directors for committees under Subsection 31A-5-412(1) do not apply to an insurance subsidiary authorized under Subsection 31A-5-218(1), nor to a stock insurance corporation, more than 50% of whose outstanding shares entitled to vote are owned or controlled by a single person or all of whose voting shareholders are either members of or are individually represented on the board.
(5) If the directors of a corporation are divided into classes by the articles or the bylaws, no class may contain fewer than one-third of the total number of directors. Subject to this requirement, Section 16-10a-804 applies to the classification of directors of stock corporations. When classes of trustees or directors are provided in a mutual corporation, the terms of office of the several classes need not be uniform.
(6) The board shall manage the business and affairs of the corporation and may not delegate its power or responsibility, except as authorized by Section 31A-5-412.
(7) Section 16-10a-824 applies to the determination of a quorum of directors of a stock corporation and Section 16-6a-816 applies to the determination of a quorum of trustees for a mutual, except as specifically provided otherwise in this title.
(8)

     (8)(a) Sections 16-10a-820 and 16-10a-821 apply to the meetings and action without a meeting of the board of directors of stock corporations.
     (8)(b) Sections 16-6a-812 through 16-6a-819 apply to the meetings and notice of mutuals.
(9) Sections 16-10a-1601 through 16-10a-1604 apply to stock corporations and Section 16-6a-1602 applies to mutuals regarding the examination of books and records of these entities.

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