Rep. Norm Thurston — Voting Record

Bill

Number

S.B. 206 (2015GS)

Sponsor

Sen. Bramble, C.

Final action

Governor Signed 3/26/2015

Outcome

Became law — signed by Gov. Gary R. Herbert

Summary

What it does

• This bill:
• amends the purposes for which a corporation may be formed under the act;
• amends the general powers of a corporation under the act; and
• makes technical changes.

Every vote on this bill

Bill text

UTAH REVISED BUSINESS CORPORATION ACT
AMENDMENTS
GENERAL SESSION
STATE OF UTAH
Chief Sponsor: Curtis S. Bramble
House Sponsor: 
Daniel McCay
LONG TITLE
General Description:
This bill modifies the Utah Revised Business Corporation Act to address the purposes
and powers of a corporation.
Highlighted Provisions:
This bill:
▸ amends the purposes for which a corporation may be formed under the act;
▸ amends the general powers of a corporation under the act; and
▸ makes technical changes.
Money Appropriated in this Bill:
None
Other Special Clauses:
None
Utah Code Sections Affected:
AMENDS:
16-10a-301
, as enacted by Laws of Utah 1992, Chapter 277
16-10a-302
, as enacted by Laws of Utah 1992, Chapter 277
Be it enacted by the Legislature of the state of Utah:
Section 1. Section 
16-10a-301
 is amended to read:
16-10a-301.
Purposes.
(1) [
Every
] 
A
 corporation incorporated under this chapter and including in [
its
] 
the
corporation's
 articles of incorporation a statement [
meeting
] 
that meets
 the requirements of
Subsection 
16-10a-202
(3) may engage in any lawful business 
or activity
 except for express
limitations set forth in the articles of incorporation.
(2) A corporation engaging in a business 
or an activity
 that is subject to regulation
under another statute of this state may incorporate under this chapter only if permitted by, and
subject to all limitations of, the other statute.
Section 2. Section 
16-10a-302
 is amended to read:
16-10a-302.
General powers.
Unless its articles of incorporation provide otherwise, and except as restricted by the
Utah Constitution, every corporation has perpetual duration and succession in its corporate
name and has the same powers as an individual to do all things necessary or convenient to carry
out its permitted [
business
] 
and lawful
 purposes, activities, and affairs, including without
limitation the power:
(1) to sue and be sued, complain and defend in [
its
] 
the corporation's
 corporate name;
(2) to have a corporate seal, which may be altered at will, and to use [
it
] 
the corporate
seal
, or a facsimile of [
it
] 
the corporate seal
, by impressing or affixing [
it
] 
the corporate seal
 or
in any other manner reproducing [
it
] 
the corporate seal
;
(3) to make and amend bylaws, not inconsistent with [
its
] 
the corporation's
 articles of
incorporation or with the laws of this state, for managing the business and regulating the affairs
of the corporation;
(4) to purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and
otherwise deal with, real or personal property, or any legal or equitable interest in property,
wherever located;
(5) to sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or
any part of [
its
] 
the corporation's
 property and assets;
(6) to purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell,
mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests
in, or obligations of, any other entity;
(7) to make contracts and guarantees, incur liabilities, borrow money, issue [
its
] 
the
corporation's
 notes, bonds, and other obligations that may or may not be convertible into or
include the option to purchase other securities of the corporation, and secure any of [
its
] 
the
corporation's
 obligations by mortgage or pledge of any of [
its
] 
the corporation's
 property,
assets, franchises, or income;
(8) to lend money, invest and reinvest [
its
] 
the corporation's
 funds, and receive and
hold real and personal property as security for repayment;
(9) to be a promoter, partner, member, associate, or manager of any partnership, joint
venture, trust, or other entity;
(10) to conduct [
its
] 
the corporation's
 business 
and activities
, locate offices, and
exercise the powers granted by this chapter within or without this state;
(11) to elect directors and appoint officers, employees, and agents of the corporation,
define their duties, fix their compensation, and lend them money and credit;
(12) to pay pensions and establish pension plans, pension trusts, profit sharing plans,
share bonus plans, share option plans, and benefit or incentive plans for any or all of [
its
] 
the
corporation's
 current or former directors, officers, employees, and agents;
(13) 
to operate, and
 to make donations
,
 for the public welfare or for charitable,
religious,
 scientific, or educational purposes;
(14) to transact any lawful business that will aid governmental policy;
(15) to make payments or donations, or do any other act, not inconsistent with law, that
furthers the business and affairs of the corporation; and
(16) to establish rules governing the conduct of the business and affairs of the
corporation in the event of an emergency.