Utah Code 31A-5-408. Election and removal of directors and officers of stock corporations
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(1) Sections 16-10a-721, 16-10a-724, and 16-10a-728 apply to the voting of shares of a stock corporation.
Terms Used In Utah Code 31A-5-408
- 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
- Director: means a member of the board of directors of a corporation. See Utah Code 31A-1-301
- Process: means a writ or summons issued in the course of a judicial proceeding. See Utah Code 68-3-12.5
- Quorum: The number of legislators that must be present to do business.
(2) At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next succeeding annual election, except as provided under Subsection (3) or (4). Each director shall hold office for the term for which he is elected and until his successor is elected and qualified, if qualification is required.(3) Sections 16-10a-808 and 16-10a-832 apply to removal of directors and officers of a stock corporation.(4) Each director shall be subject to election at least once every three years.(5) A vacancy in the board of directors may be filled by the affirmative vote of a majority of the remaining directors even though the number of remaining directors is less than a quorum. The director elected through this process shall serve only until the next regular shareholders meeting at which a director’s election may be held.