Rep. Norm Thurston — Voting Record

Bill

Number

S.B. 40 (2016GS)

Sponsor

Sen. Hillyard, L.

Final action

Governor Signed 3/18/2016

Outcome

Became law — signed by Gov. Gary R. Herbert

Summary

What it does

• This bill:
• addresses when actions may be taken without a meeting; and
• makes technical changes.

Every vote on this bill

Bill text

UTAH REVISED NONPROFIT CORPORATION ACT
AMENDMENTS
GENERAL SESSION
STATE OF UTAH
Chief Sponsor: Lyle W. Hillyard
House Sponsor: 
Gage Froerer
LONG TITLE
General Description:
This bill modifies provisions related to nonprofit corporations.
Highlighted Provisions:
This bill:
▸ addresses when actions may be taken without a meeting; and
▸ makes technical changes.
Money Appropriated in this Bill:
None
Other Special Clauses:
None
Utah Code Sections Affected:
AMENDS:
16-6a-813
, as last amended by Laws of Utah 2015, Chapter 240
Be it enacted by the Legislature of the state of Utah:
Section 1. Section 
16-6a-813
 is amended to read:
16-6a-813.
Action without meeting.
(1) (a) Unless otherwise provided in the bylaws, any action required or permitted by
this chapter to be taken at a board of directors' meeting may be taken without a meeting if all
members of the board consent to the action in writing.
(b) Action is taken under Subsection (1)(a) at the time the last director signs a writing
describing the action taken, unless, before that time, any director revokes a consent by a writing
signed by the director and received by the secretary or any other person authorized by the
bylaws or the board of directors to receive the revocation.
(c) Action under Subsection (1)(a) is effective at the time it is taken under Subsection
(1)(a) unless the board of directors establishes a different effective date.
(2) (a) [
If
] 
Unless otherwise
 provided in the bylaws, any action required or permitted
by this chapter to be taken at a board of directors' meeting may be taken without a meeting if
notice is transmitted in writing to each member of the board and each member of the board by
the time stated in the notice:
(i) (A) signs a writing for such action; or
(B) signs a writing against such action, abstains in writing from voting, or fails to
respond or vote; and
(ii) fails to demand in writing that action not be taken without a meeting.
(b) The notice required by Subsection [
(1)
] 
(2)(a)
 shall state:
(i) the action to be taken;
(ii) the time by which a director must respond to the notice;
(iii) that failure to respond by the time stated in the notice will have the same effect as:
(A) abstaining in writing by the time stated in the notice; and
(B) failing to demand in writing by the time stated in the notice that action not be taken
without a meeting; and
(iv) any other matters the nonprofit corporation determines to include.
(c) Action is taken under this Subsection (2) only if at the end of the time stated in the
notice transmitted pursuant to Subsection (2)(a):
(i) the affirmative votes in writing for the action received by the nonprofit corporation
and not revoked pursuant to Subsection (2)(e) equal or exceed the minimum number of votes
that would be necessary to take such action at a meeting at which all of the directors then in
office were present and voted; and
(ii) the nonprofit corporation has not received a written demand by a director that the
action not be taken without a meeting other than a demand that has been revoked pursuant to
Subsection (2)(e).
(d) A director's right to demand that action not be taken without a meeting shall be
considered to have been waived unless the nonprofit corporation receives such demand from
the director in writing by the time stated in the notice transmitted pursuant to Subsection (2)(a)
and the demand has not been revoked pursuant to Subsection (2)(e).
(e) A director who in writing has voted, abstained, or demanded action not be taken
without a meeting pursuant to this Subsection (2) may revoke the vote, abstention, or demand
in writing received by the nonprofit corporation by the time stated in the notice transmitted
pursuant to Subsection (2)(a).
(f) Unless the notice transmitted pursuant to Subsection (2)(a) states a different
effective date, action taken pursuant to this Subsection (2) is effective at the end of the time
stated in the notice transmitted pursuant to Subsection (2)(a).
(3) (a) Unless otherwise provided by the bylaws, a communication under this section
may be delivered by an electronic transmission.
(b) An electronic transmission communicating a vote, abstention, demand, or
revocation under Subsection (2) is considered to be written, signed, and dated for purposes of
this section if the electronic transmission is delivered with information from which the
nonprofit corporation can determine:
(i) that the electronic transmission is transmitted by the director; and
(ii) the date on which the electronic transmission is transmitted.
(c) The date on which an electronic transmission is transmitted is considered the date
on which the vote, abstention, demand, or revocation is signed.
(d) For purposes of this section, communications to the nonprofit corporation are not
effective until received.
(4) Action taken pursuant to this section:
(a) has the same effect as action taken at a meeting of directors; and
(b) may be described as an action taken at a meeting of directors in any document.