Rep. Norm Thurston — Voting Record

Bill

Number

H.B. 251 First Substitute (2023GS)

Sponsor

Rep. Brammer, B.

Final action

Governor Signed 3/20/2023

Outcome

Became law — signed by Gov. Spencer J. Cox

Summary

What it does

• This bill:
• amends provisions related to civil actions in the district court in the following titles:
• Title 3, Uniform Agricultural Cooperative Association Act;
• Title 7, Financial Institutions Act;
• Title 16, Corporations;
• Title 31A, Insurance Code;
• Title 35A, Utah Workforce Services Code;
• Title 48, Unincorporated Business Entity Act;
• Title 57, Real Estate;
• Title 61, Securities Division - Real Estate Division;
• Title 70, Trademarks and Trade Names;
• Title 70A, Uniform Commercial Code; and
• Title 78B, Judicial Code;
• enacts a venue provision for the Commissioner of Financial Institutions;

Every vote on this bill

Bill text

COURT AMENDMENTS
GENERAL SESSION
STATE OF UTAH
Chief Sponsor: Brady Brammer
Senate Sponsor: 
Kirk A. Cullimore
LONG TITLE
General Description:
This bill amends provisions related to courts.
Highlighted Provisions:
This bill:
▸ amends provisions related to civil actions in the district court in the following titles:
• Title 3, Uniform Agricultural Cooperative Association Act;
• Title 7, Financial Institutions Act;
• Title 16, Corporations;
• Title 31A, Insurance Code;
• Title 35A, Utah Workforce Services Code;
• Title 48, Unincorporated Business Entity Act;
• Title 57, Real Estate;
• Title 61, Securities Division - Real Estate Division;
• Title 70, Trademarks and Trade Names;
• Title 70A, Uniform Commercial Code; and
• Title 78B, Judicial Code;
▸ enacts a venue provision for the Commissioner of Financial Institutions;
▸ enacts a venue provision for the Commissioner of the Insurance Department;
▸ enacts Title 78B, Chapter 3a, Venue for Civil Actions;
▸ defines terms related to the venue of a civil action;
▸ clarifies the applicability of Title 78B, Chapter 3a, Venue for Civil Actions;
▸ addresses the transfer of venue for a civil action;
▸ clarifies the residence of a business organization for purposes of venue;
▸ amends venue provisions for various types of civil actions;
▸ amends provisions related to judgments entered by the district court or justice court;
▸ amends provisions related to a mileage allowance for a judgment debtor;
▸ amends provisions related to contempt by a nonjudicial officer;
▸ amends provisions related to the filing of a notice of lis pendens;
▸ repeals statutes related to court venue, jurisdiction, and procedure;
▸ repeals statutes related to a change of venue; and
▸ makes technical and conforming changes.
Money Appropriated in this Bill:
None
Other Special Clauses:
This bill provides a special effective date.
This bill provides a coordination clause.
This bill provides revisor instructions.
Utah Code Sections Affected:
AMENDS:
3-1-20
, as last amended by Laws of Utah 1994, Chapter 202
3-1-20.1
, as enacted by Laws of Utah 2003, Chapter 70
7-1-703
, as last amended by Laws of Utah 2017, Chapter 169
7-2-2
, as last amended by Laws of Utah 2014, Chapter 189
7-2-5
, as last amended by Laws of Utah 1983, Chapter 8
7-2-6
, as last amended by Laws of Utah 2015, Chapter 258
7-2-9
, as last amended by Laws of Utah 2010, Chapter 378
7-2-10
, as last amended by Laws of Utah 2010, Chapter 378
7-5-13
, as last amended by Laws of Utah 1989, Chapter 267
7-23-401
, as last amended by Laws of Utah 2020, Chapter 121
16-6a-117
, as enacted by Laws of Utah 2000, Chapter 300
16-6a-703
, as last amended by Laws of Utah 2008, Chapter 364
16-6a-710
, as last amended by Laws of Utah 2008, Chapter 364
16-6a-809
, as last amended by Laws of Utah 2001, Chapters 9, 127
16-6a-1405
, as last amended by Laws of Utah 2015, Chapter 240
16-6a-1414
, as enacted by Laws of Utah 2000, Chapter 300
16-6a-1416
, as enacted by Laws of Utah 2000, Chapter 300
16-6a-1417
, as enacted by Laws of Utah 2000, Chapter 300
16-6a-1604
, as last amended by Laws of Utah 2008, Chapter 364
16-6a-1609
, as last amended by Laws of Utah 2002, Chapter 197
16-10a-126
, as enacted by Laws of Utah 1992, Chapter 277
16-10a-303
, as enacted by Laws of Utah 1992, Chapter 277
16-10a-703
, as last amended by Laws of Utah 2008, Chapter 364
16-10a-720
, as last amended by Laws of Utah 2010, Chapter 378
16-10a-1330
, as last amended by Laws of Utah 2010, Chapter 378
16-10a-1430
, as enacted by Laws of Utah 1992, Chapter 277
16-10a-1434
, as last amended by Laws of Utah 2010, Chapter 378
16-10a-1532
, as last amended by Laws of Utah 2000, Chapter 131
16-10a-1604
, as last amended by Laws of Utah 2008, Chapter 364
16-11-13
, as last amended by Laws of Utah 2000, Chapter 261
16-16-202
, as enacted by Laws of Utah 2008, Chapter 363
16-16-1203
, as enacted by Laws of Utah 2008, Chapter 363
16-16-1206
, as enacted by Laws of Utah 2008, Chapter 363
16-16-1210
, as enacted by Laws of Utah 2008, Chapter 363
24-1-103
, as last amended by Laws of Utah 2021, Chapter 230
31A-2-305
, as last amended by Laws of Utah 1997, Chapter 296
31A-5-414
, as enacted by Laws of Utah 1985, Chapter 242
31A-5-415
, as last amended by Laws of Utah 2000, Chapter 300
31A-15-211
, as enacted by Laws of Utah 1992, Chapter 258
31A-16-107.5
, as renumbered and amended by Laws of Utah 2015, Chapter 244
31A-16-110
, as last amended by Laws of Utah 1986, Chapter 204
31A-16-111
, as last amended by Laws of Utah 2000, Chapter 114
31A-16-112
, as enacted by Laws of Utah 2015, Chapter 244
31A-16-117
, as enacted by Laws of Utah 2015, Chapter 244
31A-17-610
, as last amended by Laws of Utah 2007, Chapter 309
31A-27a-105
, as last amended by Laws of Utah 2020, Chapter 32
31A-27a-201
, as last amended by Laws of Utah 2014, Chapters 290, 300
31A-27a-206
, as enacted by Laws of Utah 2007, Chapter 309
31A-27a-207
, as enacted by Laws of Utah 2007, Chapter 309
31A-27a-209
, as enacted by Laws of Utah 2007, Chapter 309
31A-44-501
, as enacted by Laws of Utah 2016, Chapter 270
35A-4-308
, as renumbered and amended by Laws of Utah 1996, Chapter 240
35A-4-314
, as enacted by Laws of Utah 2013, Chapter 473
48-1d-111
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-116
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-901
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-902
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-903
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-909
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1003
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1310
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-204
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-209
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-801
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-802
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-803
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-808
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1103
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-204
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-209
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-701
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-702
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-703
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-704
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-707
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1003
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1111
, as enacted by Laws of Utah 2013, Chapter 412
57-8-44
, as last amended by Laws of Utah 2014, Chapter 116
57-8a-301
, as last amended by Laws of Utah 2014, Chapter 116
57-17-5
, as last amended by Laws of Utah 2015, Chapter 258
57-19-20
, as last amended by Laws of Utah 2008, Chapter 382
57-21-11
, as last amended by Laws of Utah 1997, Chapter 375
57-22-6
, as last amended by Laws of Utah 2017, Chapter 203
57-23-7
, as enacted by Laws of Utah 1992, Chapter 169
57-23-8
, as last amended by Laws of Utah 2008, Chapter 382
57-29-303
, as enacted by Laws of Utah 2016, Chapter 381
57-29-304
, as enacted by Laws of Utah 2016, Chapter 381
61-1-20
, as last amended by Laws of Utah 2016, Chapter 401
61-1-105
, as enacted by Laws of Utah 2011, Chapter 318
61-2-203
, as last amended by Laws of Utah 2021, Chapter 259
61-2c-403
, as last amended by Laws of Utah 2009, Chapter 372
61-2f-403
, as last amended by Laws of Utah 2017, Chapter 182
61-2f-407
, as last amended by Laws of Utah 2018, Chapter 213
61-2g-501
, as last amended by Laws of Utah 2018, Chapter 213
70-3a-309
, as enacted by Laws of Utah 2010, Chapter 200
70-3a-402
, as last amended by Laws of Utah 2010, Chapter 200
70-3a-405
, as enacted by Laws of Utah 2002, Chapter 318
70A-8-409.1
, as last amended by Laws of Utah 2012, Chapter 386
70A-9a-513.5
, as enacted by Laws of Utah 2015, Chapter 228
78A-6-350
, as renumbered and amended by Laws of Utah 2021, Chapter 261
78B-1-132
, as renumbered and amended by Laws of Utah 2008, Chapter 3
78B-5-201
, as last amended by Laws of Utah 2014, Chapters 114, 151
78B-5-202
, as last amended by Laws of Utah 2014, Chapter 151
78B-5-206
, as renumbered and amended by Laws of Utah 2008, Chapter 3
78B-6-110
, as last amended by Laws of Utah 2019, Chapter 491
78B-6-313
, as enacted by Laws of Utah 2008, Chapter 3
78B-6-1303
, as last amended by Laws of Utah 2016, Chapter 306
78B-6-1904
, as last amended by Laws of Utah 2016, Chapter 222
78B-6-1905
, as enacted by Laws of Utah 2014, Chapter 310
78B-21-102
, as enacted by Laws of Utah 2017, Chapter 431
ENACTS:
7-1-106
, Utah Code Annotated 1953
31A-1-401
, Utah Code Annotated 1953
78B-3a-101
, Utah Code Annotated 1953
78B-3a-102
, Utah Code Annotated 1953
78B-3a-103
, Utah Code Annotated 1953
78B-3a-104
, Utah Code Annotated 1953
78B-3a-206
, Utah Code Annotated 1953
RENUMBERS AND AMENDS:
78B-3a-201
, (Renumbered from 78B-3-307, as renumbered and amended by Laws of
Utah 2008, Chapter 3)
78B-3a-202
, (Renumbered from 78B-3-301, as renumbered and amended by Laws of
Utah 2008, Chapter 3)
78B-3a-203
, (Renumbered from 78B-3-302, as renumbered and amended by Laws of
Utah 2008, Chapter 3)
78B-3a-204
, (Renumbered from 78B-3-303, as renumbered and amended by Laws of
Utah 2008, Chapter 3)
78B-3a-205
, (Renumbered from 78B-3-304, as renumbered and amended by Laws of
Utah 2008, Chapter 3)
REPEALS:
3-1-20.2
, as enacted by Laws of Utah 2003, Chapter 70
16-6a-1415
, as last amended by Laws of Utah 2008, Chapter 364
16-10a-1431
, as last amended by Laws of Utah 2008, Chapter 364
34-34-14
, as enacted by Laws of Utah 1969, Chapter 85
78B-3-305
, as renumbered and amended by Laws of Utah 2008, Chapter 3
78B-3-306
, as renumbered and amended by Laws of Utah 2008, Chapter 3
78B-3-308
, as renumbered and amended by Laws of Utah 2008, Chapter 3
78B-3-309
, as renumbered and amended by Laws of Utah 2008, Chapter 3
78B-3-310
, as renumbered and amended by Laws of Utah 2008, Chapter 3
78B-3-311
, as renumbered and amended by Laws of Utah 2008, Chapter 3
Utah Code Sections Affected by Coordination Clause:
31A-5-414
, as enacted by Laws of Utah 1985, Chapter 242
31A-5-415
, as last amended by Laws of Utah 2000, Chapter 300
31A-16-111
, as last amended by Laws of Utah 2000, Chapter 114
Be it enacted by the Legislature of the state of Utah:
Section 1. Section 
3-1-20
 is amended to read:
3-1-20.
Voluntary dissolution -- Distribution of assets -- Proceedings.
(1) (a) An association may be dissolved:
(i) at a regular meeting, or a special meeting called for that purpose;
(ii) after 30 days advance notice of the time, place, and object of the meeting is served
on the members of the association as prescribed in the bylaws; and
(iii) by a two-thirds vote of the members voting.
(b) (i) The members shall elect a committee of three members to act as trustees on
behalf of the association, and the trustees shall liquidate and distribute the association's assets
within the time fixed by the members.
(ii) The trustees may bring and defend actions necessary to protect and enforce the
rights of the association.
(iii) Any vacancies in the trusteeship may be filled by the remaining trustees.
(2) (a) If an association dissolves pursuant to this section, the trustees, a creditor, a
member, or the attorney general may bring an action [
in the district court in the county where
the principal place of business of the association is located
] 
in a court with jurisdiction under
Title 78A, Judiciary and Judicial Administration
.
(b) [
The
] 
If an action is brought against an association under Subsection (2)(a), the
court may specify:
(i) appropriate notice of the time and place for the submission of claims against the
association, which notice may require creditors of and claimants against the association to
submit accounts and demands in writing at the specified place by a specific day[
, which date
shall be
] 
that is
 at least 40 days from the date of service or first publication of the notice;
(ii) the payment or satisfaction of claims and demands against the association, or the
retention of money for such purpose;
(iii) the administration of trusts or the disposition of the property held in trust by or for
the association;
(iv) the sale and disposition of any remaining property of the association and the
distribution or division of the property or its proceeds among the members or persons entitled
to them; and
(v) other matters related to the dissolution.
(c) All orders and judgments [
shall be
] 
are
 binding upon the association, [
its
] 
the
association's
 property and assets, trustees, members, creditors, and all claimants against [
it
] 
the
association
.
(3) On dissolution, the assets of the association [
shall be
] 
are
 distributed in the
following manner and order:
(a) to pay the association's debts and expenses;
(b) to return to any investors the par value of their capital;
(c) to pay patrons on a pro rata basis the amount of any patronage capital credited to
their accounts; and
(d) if there is a surplus, to distribute [
it
] 
the surplus
 among those patrons who have
been members of the association at any time during the last five years preceding dissolution or
for a longer period of time if determined by the board of directors to be practicable, on the
basis of patronage during that period.
(4) After the final settlement by the trustees, the association [
shall be
] 
is
 considered
dissolved and shall cease to exist.
(5) The trustees shall make a report in duplicate of the proceedings held under this
section, which shall be signed, acknowledged, and filed as required for the filing of the articles
of incorporation.
(6) This section shall apply to all associations incorporated in this state.
Section 2. Section 
3-1-20.1
 is amended to read:
3-1-20.1.
Grounds and procedure for judicial dissolution.
(1) [
An association may be dissolved in a proceeding by the attorney general
] 
The
attorney general may bring an action in a court with jurisdiction under Title 78A, Judiciary and
Judicial Administration, to dissolve an association
 if it is established that the association:
(a) obtained its articles of incorporation through fraud; or
(b) has continued to exceed or abuse the authority conferred upon [
it
] 
the association
by law.
(2) [
An association may be dissolved in a proceeding brought by a shareholder
] 
A
shareholder may bring an action in a court with jurisdiction under Title 78A, Judiciary and
Judicial Administration, to dissolve an association
 if it is established that:
(a) the directors are deadlocked in the management of the association affairs, the
members are unable to break the deadlock, irreparable injury to the association is threatened or
being suffered, or the business and affairs of the association can no longer be conducted to the
advantage of the members generally, because of the deadlock;
(b) the directors, or those in control of the association, have acted, are acting, or will
act in a manner that is illegal, oppressive, or fraudulent;
(c) the members are deadlocked in voting power and have failed, for a period that
includes at least two consecutive annual meeting dates, to elect successors to directors whose
terms have expired or would have expired on the election of their successors; or
(d) the association's assets are being misapplied or wasted.
(3) [
An association may be dissolved in a proceeding by a creditor
] 
A creditor may
bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration, to dissolve an association
 if it is established that:
(a) the creditor's claim has been reduced to a judgment, the execution on the judgment
has been returned unsatisfied, and the association is insolvent; or
(b) the association is insolvent and the association has admitted in writing that the
creditor's claim is due and owing.
(4) [
An association may be dissolved in a proceeding by the association to have its
] 
An
association may bring an action in a court with jurisdiction under Title 78A, Judiciary and
Judicial Administration, to have the association's
 voluntary dissolution continued under court
supervision.
(5) If an action is brought under this section, it is not necessary to make members
parties to the action to dissolve the association unless relief is sought against the members
individually.
(6) In an action to dissolve an association, a court may:
(a) issue injunctions;
(b) appoint a receiver or a custodian pendente lite with all powers and duties the court
directs; or
(c) take other action required to preserve the association's assets wherever located and
carry on the business of the association until a full hearing can be held.
Section 3. Section 
7-1-106
 is enacted to read:
 7-1-106.
Venue for action or petition brought by commissioner.
If the commissioner brings an action in the district court under this title, the
commissioner shall bring the action:
(1) in accordance with Title 78B, Chapter 3a, Venue for Civil Actions; or
(2) in the county where the office of the commissioner is located.
Section 4. Section 
7-1-703
 is amended to read:
7-1-703.
Restrictions on acquisition of institutions and holding companies --
Enforcement.
(1) Unless the commissioner gives prior written approval under Section 
7-1-705
, a
person may not:
(a) acquire, directly or indirectly, control of a depository institution or depository
institution holding company subject to the jurisdiction of the department;
(b) vote the stock of a depository institution or depository institution holding company
subject to the jurisdiction of the department acquired in violation of Section 
7-1-705
;
(c) acquire all or a material portion of the assets of a depository institution or a
depository institution holding company subject to the jurisdiction of the department;
(d) assume all or a material portion of the deposit liabilities of a depository institution
subject to the jurisdiction of the department;
(e) take any action that causes a depository institution to become a subsidiary of a
depository institution holding company subject to the jurisdiction of the department;
(f) take any action that causes a person other than an individual to become a depository
institution holding company subject to the jurisdiction of the department;
(g) acquire, directly or indirectly, the voting or nonvoting securities of a depository
institution or a depository institution holding company subject to the jurisdiction of the
department if the acquisition would result in the person obtaining more than 20% of the
authorized voting securities of the institution if the nonvoting securities were converted into
voting securities; or
(h) merge or consolidate with a depository institution or depository institution holding
company subject to the jurisdiction of the department.
(2) 
(a)
 A person who willfully violates this section or a rule or order issued by the
department under this section is subject to a civil penalty of not more than $1,000 per day
during which the violation continues.
(b)
 The commissioner may assess the civil penalty after giving notice and opportunity
for hearing.
(c)
 The commissioner shall collect the civil penalty by bringing an action [
in the
district court of the county in which the office of the commissioner is located.
] 
in a court with
jurisdiction under Title 78A, Judiciary and Judicial Administration.
(d)
 An applicant for approval of an acquisition is considered to have consented to the
jurisdiction and venue of the court by filing an application for approval.
(3) The commissioner may secure injunctive relief to prevent a change in control or
impending violation of this section.
(4) The commissioner may lengthen or shorten any time period specified in Section
7-1-705
 if the commissioner finds it necessary to protect the public interest.
(5) The commissioner may exempt a class of financial institutions from this section by
rule if the commissioner finds the exception to be in the public interest.
(6) The prior approval of the commissioner under Section 
7-1-705
 is not required for
the acquisition by a person other than an individual of voting securities or assets of a depository
institution or a depository institution holding company that are acquired by foreclosure or
otherwise in the ordinary course of collecting a debt previously contracted in good faith if these
voting securities or assets are divested within two years of acquisition. The commissioner may,
upon application, extend the two-year period of divestiture for up to three additional one-year
periods if, in the commissioner's judgment, the extension would not be detrimental to the
public interest. The commissioner may adopt rules to implement the intent of this Subsection
(6).
(7) (a) An out-of-state depository institution without a branch in Utah, or an
out-of-state depository institution holding company without a depository institution in Utah,
may acquire:
(i) a Utah depository institution only if it has been in existence for at least five years; or
(ii) a Utah branch of a depository institution only if the branch has been in existence
for at least five years.
(b) For purposes of Subsection (7)(a), a depository institution chartered solely for the
purpose of acquiring another depository institution is considered to have been in existence for
the same period as the depository institution to be acquired, so long as it does not open for
business at any time before the acquisition.
(c) The commissioner may waive the restriction in Subsection (7)(a) in the case of a
depository institution that is subject to, or is in danger of becoming subject to, supervisory
action under Chapter 2, Possession of Depository Institution by Commissioner, or Chapter 19,
Acquisition of Failing Depository Institutions or Holding Companies, or, if applicable, the
equivalent provisions of federal law or the law of the institution's home state.
(d) The restriction in Subsection (7)(a) does not apply to an acquisition of, or merger
transaction between, affiliate depository institutions.
Section 5. Section 
7-2-2
 is amended to read:
7-2-2.
Action to review the commissioner's actions -- Supervision of actions of
commissioner in possession -- Authority of commissioner and court.
[
(1) The district court for the county in which the principal office of the institution or
other person is situated has jurisdiction in the liquidation or reorganization of the institution or
other person of which the commissioner has taken possession under this chapter or Chapter 19,
Acquisition of Failing Depository Institutions or Holding Companies. As used in this chapter,
"court" means the court given jurisdiction by this provision.
]
[
(2)
] 
(1)
 Before taking possession of an institution or other person under [
his
] 
the
commissioner's
 jurisdiction, or within a reasonable time after taking possession of an
institution or other person without court order, as provided in this chapter, the commissioner
shall [
cause to be commenced in the appropriate district court, an action to provide the court
supervisory jurisdiction
] 
bring an action in a court with jurisdiction under Title 78A, Judiciary
and Judicial Administration, to provide the court with supervisory jurisdiction
 to review the
actions of the commissioner.
[
(3)
] 
(2) (a)
 The actions of the commissioner are subject to review of the court.
(b)
 The court [
has jurisdiction to hear all objections to the actions of the commissioner
and
] may
:
(i) hear all objections to the actions of the commissioner; and
(ii)
 rule upon all motions and actions coming before [
it
] 
the court
.
(c)
 Standing to seek review of any action of the commissioner or any receiver or
liquidator appointed by [
him
] 
the commissioner
 is limited to persons whose rights, claims, or
interests in the institution would be adversely affected by the action.
[
(4)
] 
(3) (a)
 The authority of the commissioner under this chapter is of an
administrative and not judicial receivership.
(b)
 The court may not overrule a determination or decision of the commissioner if it is
not arbitrary, capricious, fraudulent, or contrary to law.
(c)
 If the court overrules an action of the commissioner, the matter shall be remanded
to the commissioner for a new determination by [
him
] 
the commissioner
, and the new
determination shall be subject to court review.
Section 6. Section 
7-2-5
 is amended to read:
7-2-5.
Appointment of receiver or assignment for creditors -- Notice required --
Commissioner taking possession.
[
No receiver may be
]
(1) A receiver may not be
 appointed by any court and [
no
] 
a
 deed or assignment for the
benefit of creditors may 
not
 be filed in [
any district court
] 
a court
 within this state for any
institution or other person under the jurisdiction of the commissioner, except upon notice to the
commissioner, unless because of urgent necessity the court determines that it is necessary to do
so to preserve the assets of the institution.
(2)
 The commissioner may
,
 within five days after service of the notice upon [
him
] 
the
commissioner,
 take possession of the institution, in which case no further proceedings shall be
had upon the application for the appointment of a receiver or under the deed of assignment, or,
if a receiver has been appointed or the assignee has entered upon the administration of his trust,
the appointment shall be vacated or the assignee shall be removed upon application of the
commissioner to the court by which the receiver was appointed or in which the assignment was
filed, and the commissioner shall proceed to administer the assets of the institution as provided
in this chapter.
Section 7. Section 
7-2-6
 is amended to read:
7-2-6.
Possession by commissioner -- Notice -- Presentation, allowance, and
disallowance of claims -- Objections to claims.
(1) (a) Possession of an institution by the commissioner commences when notice of
taking possession is:
(i) posted in each office of the institution located in this state; or
(ii) delivered to a controlling person or officer of the institution.
(b) All notices, records, and other information regarding possession of an institution by
the commissioner may be kept confidential, and all court records and proceedings relating to
the commissioner's possession may be sealed from public access if:
(i) the commissioner finds it is in the best interests of the institution and its depositors
not to notify the public of the possession by the commissioner;
(ii) the deposit and withdrawal of funds and payment to creditors of the institution is
not suspended, restricted, or interrupted; and
(iii) the court approves.
(2) (a) (i) Within 15 days after taking possession of an institution or other person under
the jurisdiction of the department, the commissioner shall publish a notice to all persons who
may have claims against the institution or other person to file proof of their claims with the
commissioner before a date specified in the notice.
(ii) The filing date shall be at least 90 days after the date of the first publication of the
notice.
(iii) The notice shall be published:
(A) (I) in a newspaper of general circulation in each city or county in which the
institution or other person, or any subsidiary or service corporation of the institution, maintains
an office; and
(II) published again approximately 30 days and 60 days after the date of the first
publication; and
(B) as required in Section 
45-1-101
 for 60 days.
(b) (i) 
(A)
 Within 60 days of taking possession of a depository institution, the
commissioner shall send a similar notice to all persons whose identity is reflected in the books
or records of the institution as depositors or other creditors, secured or unsecured, parties to
litigation involving the institution pending at the date the commissioner takes possession of the
institution, and all other potential claimants against the institution whose identity is reasonably
ascertainable by the commissioner from examination of the books and records of the
institution.
(B)
 No notice is required in connection with accounts or other liabilities of the
institution that will be paid in full or be fully assumed by another depository institution or trust
company.
(C)
 The notice shall specify a filing date for claims against the institution not less than
60 days after the date of mailing.
(D)
 Claimants whose claims against the institution have been assumed by another
depository institution or trust company pursuant to a merger or purchase and assumption
agreement with the commissioner, or a federal deposit insurance agency appointed as receiver
or liquidator of the institution, shall be notified of the assumption of their claims and the name
and address of the assuming party within 60 days after the claim is assumed.
(E)
 Unless a purchase and assumption or merger agreement requires otherwise, the
assuming party shall give all required notices.
(F)
 Notice shall be mailed to the address appearing in the books and records of the
institution.
(ii) 
(A)
 Inadvertent or unintentional failure to mail a notice to any person entitled to
written notice under this paragraph does not impose any liability on the commissioner or any
receiver or liquidator appointed by [
him
] 
the commissioner
 beyond the amount the claimant
would be entitled to receive if the claim had been timely filed and allowed.
(B)
 The commissioner or any receiver or liquidator appointed by [
him
] 
the
commissioner
 are not liable for failure to mail notice unless the claimant establishes that [
it
]
the claimant
 had no knowledge of the commissioner taking possession of the institution until
after all opportunity had passed for obtaining payment through filing a claim with the
commissioner, receiver, or liquidator.
(c) Upon good cause shown, the court [
having
] 
with
 supervisory jurisdiction 
under
Section 
7-2-2
 may extend the time in which the commissioner may serve any notice required
by this chapter.
(d) 
(i)
 The commissioner has the sole power to adjudicate any claim against the
institution, its property or other assets, tangible or intangible, and to settle or compromise
claims within the priorities set forth in Section 
7-2-15
.
(ii)
 Any action of the commissioner is subject to judicial review as provided in
Subsection (9).
(e) 
(i)
 A receiver or liquidator of the institution appointed by the commissioner has all
the duties, powers, authority, and responsibilities of the commissioner under this section.
(ii)
 All claims against the institution shall be filed with the receiver or liquidator within
the applicable time specified in this section and the receiver or liquidator shall adjudicate the
claims as provided in Subsection (2)(d).
(f) The procedure established in this section is the sole remedy of claimants against an
institution or its assets in the possession of the commissioner.
(3) With respect to a claim which appears in the books and records of an institution or
other person in the possession of the commissioner as a secured claim, which, for purposes of
this section is a claim that constitutes an enforceable, perfected lien, evidenced in writing, on
the assets or other property of the institution:
(a) The commissioner shall allow or disallow each secured claim filed on or before the
filing date within 30 days after receipt of the claim and shall notify each secured claimant by
certified mail or in person of the basis for, and any conditions imposed on, the allowance or
disallowance.
(b) For all allowed secured claims, the commissioner shall be bound by the terms,
covenants, and conditions relating to the assets or other property subject to the claim, as set
forth in the note, bond, or other security agreement which evidences the secured claim, unless
the commissioner has given notice to the claimant of [
his
] 
the commissioner's
 intent to
abandon the assets or other property subject to the secured claim at the time the commissioner
gave the notice described in Subsection (3)(a).
(c) No petition for lifting the stay provided by Section 
7-2-7
 may be filed with respect
to a secured claim before the claim has been filed and allowed or disallowed by the
commissioner in accordance with Subsection (3)(a).
(4) With respect to all other claims other than secured claims:
(a) Each claim filed on or before the filing date shall be allowed or disallowed within
180 days after the final publication of notice.
(b) If notice of disallowance is not served upon the claimant by the commissioner
within 210 days after the date of final publication of notice, the claim is considered disallowed.
(c) 
(i)
 The rights of claimants and the amount of a claim shall be determined as of the
date the commissioner took possession of the institution under this chapter.
(ii)
 Claims based on contractual obligations of the institution in existence on the date
of possession may be allowed unless the obligation of the institution is dependent on events
occurring after the date of possession, or the amount or worth of the claim cannot be
determined before any distribution of assets of the institution is made to claimants having the
same priority under Section 
7-2-15
.
(d) (i) An unliquidated claim against the institution, including claims based on alleged
torts for which the institution would have been liable on the date the commissioner took
possession of the institution and any claims for a right to an equitable remedy for breach of
performance by the institution, may be filed in an estimated amount.
(ii)
 The commissioner may disallow or allow the claim in an amount determined by the
commissioner, settle the claim in an amount approved by the court, or, in [
his
] 
the
commissioner's
 discretion, refer the claim to the court [
designated by Section 
7-2-2
] 
with
supervisory jurisdiction under Section 
7-2-2
 for determination in accordance with procedures
designated by the court.
(iii)
 If the institution held on the date of possession by the commissioner a policy of
insurance that would apply to the liability asserted by the claimant, the commissioner, or any
receiver appointed by [
him
] 
the commissioner
 may assign to the claimant all rights of the
institution under the insurance policy in full satisfaction of the claim.
[
(ii)
] 
(iv)
 If the commissioner finds there are or may be issues of fact or law as to the
validity of a claim, liquidated or unliquidated, or its proper allowance or disallowance under
the provisions of this chapter, [
he
] 
the commissioner
 may appoint a hearing examiner to
conduct a hearing and to prepare and submit recommended findings of fact and conclusions of
law for final consideration by the commissioner.
(v)
 The hearing shall be conducted as provided in rules or regulations issued by the
commissioner.
(vi)
 The decision of the commissioner shall be based on the record before the hearing
examiner and information the commissioner considers relevant and shall be subject to judicial
review as provided in Subsection (9).
(e) A claim may be disallowed if it is based on actions or documents intended to
deceive the commissioner or any receiver or liquidator appointed by [
him
] 
the commissioner
.
(f) The commissioner may defer payment of any claim filed on behalf of a person who
was at any time in control of the institution within the meaning of Section 
7-1-103
, pending the
final determination of all claims of the institution against that person.
(g) The commissioner or any receiver appointed by [
him
] 
the commissioner
 may
disallow a claim that seeks a dollar amount if it is determined by the court [
having
] 
with
supervisory
 jurisdiction under Section 
7-2-2
 that the commissioner or receiver or conservator
will not have any assets with which to pay the claim under the priorities established by Section
7-2-15
.
(h) The commissioner may adopt rules to establish such alternative dispute resolution
processes as may be appropriate for the resolution of claims filed against an institution under
this chapter.
(i) 
(i)
 In establishing alternative dispute resolution processes, the commissioner shall
strive for procedures that are expeditious, fair, independent, and low cost.
(ii)
 The commissioner shall seek to develop incentives for claimants to participate in
the alternative dispute resolution process.
(j) The commissioner may establish both binding and nonbinding processes, which
may be conducted by any government or private party, but all parties, including the claimant
and the commissioner or any receiver appointed by [
him
] 
the commissioner
, must agree to the
use of the process in a particular case.
(5) (a) Claims filed after the filing date are disallowed, unless:
(i) the claimant who did not file [
his
] 
the claimant's
 claim timely demonstrates that [
he
]
the claimant
 did not have notice or actual knowledge of the proceedings in time to file a timely
proof of claim; and
(ii) proof of the claim was filed prior to the last distribution of assets.
(b)
 [
For the purpose of this subsection only, late filed claims
] 
Claims filed late
 may be
allowed 
under Subsection (5)(a)(ii)
 if proof was filed before the final distribution of assets of
the institution to claimants of the same priority and are payable only out of the remaining assets
of the institution.
[
(b)
] 
(c)
 A late filed claim may be disallowed under any other provision of this section.
(6) Debts owing to the United States or to any state or its subdivisions as a penalty or
forfeiture are not allowed, except for the amount of the pecuniary loss sustained by the act,
transaction, or proceeding out of which the penalty or forfeiture arose.
(7) Except as otherwise provided in Subsection 
7-2-15
(1)(a), interest accruing on any
claim after the commissioner has taken possession of an institution or other person under this
chapter may be disallowed.
(8) (a) A claim against an institution or its assets based on a contract or agreement may
be disallowed unless the agreement:
(i) is in writing;
(ii) is otherwise a valid and enforceable contract; and
(iii) has continuously, from the time of its execution, been an official record of the
institution.
(b) The requirements of this Subsection (8) do not apply to claims for goods sold or
services rendered to an institution in the ordinary course of business by trade creditors who do
not customarily use written agreements or other documents.
(9) (a) 
(i)
 Objection to any claim allowed or disallowed may be made by any depositor
or other claimant by filing a written objection with the commissioner within 30 days after
service of the notice of allowance or disallowance.
(ii)
 The commissioner shall present the objection to the court for hearing and
determination upon written notice to the claimant and to the filing party.
(iii)
 The notice shall set forth the time and place of hearing.
(iv)
 After the 30-day period, no objection may be filed.
(v)
 This Subsection (9) does not apply to secured claims allowed under Subsection (3).
(b) The hearing shall be based on the record before the commissioner and any
additional evidence the court allowed to provide the parties due process of law.
(c) 
(i)
 The court may not reverse or otherwise modify the determination of the
commissioner with respect to the claim unless [
it
] 
the court
 finds the determination of the
commissioner to be arbitrary, capricious, or otherwise contrary to law.
(ii)
 The burden of proof is on the party objecting to the determination of the
commissioner.
(d) An appeal from any final judgment of the court with respect to a claim may be
taken as provided by law by the claimant, the commissioner, or any person having standing to
object to the allowance or disallowance of the claim.
(10) 
(a)
 If a claim against the institution has been asserted in any judicial,
administrative, or other proceeding pending at the time the commissioner took possession of
the institution under this chapter or under Chapter 19, Acquisition of Failing Depository
Institutions or Holding Companies, the claimant shall file copies of all documents of record in
the pending proceeding with the commissioner within the time for filing claims as provided in
Subsection (2).
(b)
 [
Such a claim
] 
A claim under Subsection (10)(a)
 shall be allowed or disallowed
within 90 days of the receipt of the complete record of the proceedings.
(c)
 No application to lift the stay of a pending proceeding shall be filed until the claim
has been allowed or disallowed.
(d)
 The commissioner may petition the court [
designated by Section 
7-2-2
] 
with
supervisory jurisdiction under Section 7-2-2
 to lift the stay to determine whether the claim
should be allowed or disallowed.
(11) 
(a)
 All claims allowed by the commissioner and not disallowed or otherwise
modified by the court under Subsection (9), if not paid within 30 days after allowance, shall be
evidenced by a certificate payable only out of the assets of the institution in the possession of
the commissioner, subject to the priorities set forth in Section 
7-2-15
.
(b)
 This provision does not apply to a secured claim allowed by the commissioner
under Subsection (3)(a).
Section 8. Section 
7-2-9
 is amended to read:
7-2-9.
Conservatorship, receivership, or liquidation of institution -- Appointment
of receiver -- Review of actions.
(1) 
(a)
 Upon taking possession of the institution, the commissioner may appoint a
receiver to perform the duties of the commissioner.
(b)
 Subject to any limitations, conditions, or requirements specified by the
commissioner and approved by the court, a receiver shall have all the powers and duties of the
commissioner under this chapter and the laws of this state to act as a conservator, receiver, or
liquidator of the institution.
(c)
 Actions of the commissioner in appointing a receiver shall be subject to review only
as provided in Section 
7-2-2
.
(2) (a) 
(i)
 If the deposits of the institution are to any extent insured by a federal deposit
insurance agency, the commissioner may appoint that agency as receiver.
(ii)
 After receiving notice in writing of the acceptance of the appointment, the
commissioner shall file a certificate of appointment in the commissioner's office and with the
clerk of the [
district
] court.
(iii)
 After the filing of the certificate, the possession of all assets, business, and
property of the institution is considered transferred from the institution and the commissioner
to the agency, and title to all assets, business, and property of the institution is vested in the
agency without the execution of any instruments of conveyance, assignment, transfer, or
endorsement.
(b) 
(i)
 If a federal deposit insurance agency accepts an appointment as receiver, it has
all the powers and privileges provided by the laws of this state and the United States with
respect to the conservatorship, receivership, or liquidation of an institution and the rights of its
depositors, and other creditors, including authority to make an agreement for the purchase of
assets and assumption of deposit and other liabilities by another depository institution or take
other action authorized by Title 12 of the United States Code to maintain the stability of the
banking system.
(ii)
 Such action by a federal deposit insurance agency may be taken upon approval by
the court, with or without prior notice.
(iii)
 Such actions or agreements may be disapproved, amended, or rescinded only upon
a finding by the court that the decisions or actions of the receiver are arbitrary, capricious,
fraudulent, or contrary to law.
(iv)
 In the event of any conflict between state and federal law, including provisions for
adjudicating claims against the institution or receiver, the receiver shall comply with the federal
law and any resulting violation of state law does not by itself constitute grounds for the court to
disapprove the actions of the receiver or impose any penalty for such violation.
(c) 
(i)
 The commissioner or any receiver appointed by [
him
] 
the commissioner
 shall
possess all the rights and claims of the institution against any person whose breach of fiduciary
duty or violations of the laws of this state or the United States applicable to depository
institutions may have caused or contributed to a condition which resulted in any loss incurred
by the institution or to its assets in the possession of the commissioner or receiver.
(ii)
 As used in this Subsection (2)(c), fiduciary duty includes those duties and standards
applicable under statutes and laws of this state and the United States to a director, officer, or
other party employed by or rendering professional services to a depository institution whose
deposits are insured by a federal deposit insurance agency.
(iii)
 Upon taking possession of an institution, no person other than the commissioner or
receiver shall have standing to assert any such right or claim of the institution, including its
depositors, creditors, or shareholders unless the right or claim has been abandoned by the
commissioner or receiver with approval of the court.
(iv)
 Any judgment based on the rights and claims of the commissioner or receiver shall
have priority in payment from the assets of the judgment debtors.
(d) For the purposes of this section, the term "federal deposit insurance agency" shall
include the Federal Deposit Insurance Corporation, the National Credit Union Administration
and any departments thereof or successors thereto, and any other federal agency authorized by
federal law to act as a conservator, receiver, and liquidator of a federally insured depository
institution, including the Resolution Trust Corporation and any department thereof or successor
thereto.
(3) 
(a)
 The receiver may employ assistants, agents, accountants, and legal counsel.
(b)
 If the receiver is not a federal deposit insurance agency, the compensation to be
paid such assistants, agents, accountants, and legal counsel shall be approved by the
commissioner.
(c)
 All expenses incident to the receivership shall be paid out of the assets of the
institution.
(d)
 If a receiver is not a federal deposit insurance agency, the receiver and any
assistants and agents shall provide bond or other security specified by the commissioner and
approved by the court for the faithful discharge of all duties and responsibilities in connection
with the receivership including the accounting for money received and paid.
(e)
 The cost of the bond shall be paid from the assets of the institution.
(f)
 Suit may be maintained on the bond by the commissioner or by any person injured
by a breach of the condition of the bond.
(4) (a) Upon the appointment of a receiver for an institution in possession pursuant to
this chapter, the commissioner and the department are exempt from liability or damages for any
act or omission of any receiver appointed pursuant to this section.
(b) This section does not limit the right of the commissioner to prescribe and enforce
rules regulating a receiver in carrying out its duties with respect to an institution subject to the
jurisdiction of the department.
(c) Any act or omission of the commissioner or of any federal deposit insurance agency
as a receiver appointed by [
him
] 
the commissioner
 while acting pursuant to this chapter shall
be deemed to be the exercise of a discretionary function within the meaning of Section
63G-7-301
 of the laws of this state or Section 28 U.S.C. 2680(a) of the laws of the United
States.
(5) 
(a)
 Actions, decisions, or agreements of a receiver under this chapter, other than
allowance or disallowance of claims under Section 
7-2-6
, [
shall be
] 
are
 subject to judicial
review [
only as follows
] 
if
:
[
(a)
] 
(i)
 [
A petition for review shall be filed with the court having jurisdiction under
Section 
7-2-2
 not more than 90 days after the date
] 
a petition is filed in a court with jurisdiction
under Title 78A, Judiciary and Judicial Administration, within 90 days after the day on which
the act, decision, or agreement became effective or its terms are filed with the court[
.
]
; and
[
(b)
] 
(ii)
 [
The petition shall state
] 
the petition states
 in simple, concise, and direct terms
the facts and principles of law upon which the petitioner claims the act, decision, or agreement
of the receiver was or would be arbitrary, capricious, fraudulent, or contrary to law and how the
petitioner is or may be damaged thereby.
(b)
 The court shall dismiss any petition which fails to allege that the petitioner would
be directly injured or damaged by the act, decision, or agreement which is the subject of the
petition.
(c)
 Rule 11 of the Utah Rules of Civil Procedure shall apply to all parties with respect
to the allegations set forth in a petition or response.
[
(c)
] 
(d)
 The receiver shall have 30 days after [
service of the petition within which
] 
the
day on which the petition is served
 to respond.
[
(d)
] 
(e)
 All further proceedings are to be conducted in accordance with the Utah Rules
of Civil Procedure.
(6) All notices required under this section shall be made in accordance with the Utah
Rules of Civil Procedure and served upon the attorney general of the state of Utah, the
commissioner of financial institutions, the receiver of the institution appointed under this
chapter, and upon the designated representative of any party in interest who requests in writing
such notice.
Section 9. Section 
7-2-10
 is amended to read:
7-2-10.
Inventory of assets -- Listings of claims -- Report of proceedings -- Filing
-- Inspection.
(1)
 As soon as is practical after taking possession of an institution the commissioner, or
any receiver or liquidator appointed by [
him
] 
the commissioner
, shall make or cause to be
made in duplicate an inventory of its assets, one copy to be filed in [
his
] 
the commissioner's
office and one with the clerk of the [
district
] court.
(2)
 Upon the expiration of the time fixed for presentation of claims the commissioner,
or any receiver or liquidator appointed by [
him
] 
the commissioner
, shall make in duplicate a
full and complete list of the claims presented, including and specifying claims disallowed by
[
him
] 
the commissioner
, of which one copy shall be filed in [
his
] 
the commissioner's
 office and
one copy in the office of the clerk of the [
district
] court.
(3)
 The commissioner, or any receiver or liquidator appointed by [
him
] 
the
commissioner
, shall in like manner make and file supplemental lists showing all claims
presented after the filing of the first list.
(4)
 The supplemental lists shall be filed every six months and at least 15 days before
the declaration of any dividend.
(5)
 At the time of the order for final distribution the commissioner, or any receiver or
liquidator appointed by [
him
] 
the commissioner
, shall make a report in duplicate of the
proceeding, showing the disposition of the assets and liabilities of the institution, one copy to
be filed in [
his
] 
the commissioner's
 office and one with the clerk of the [
district
] court.
(6)
 The accounting, inventory, and lists of claims shall be open at all reasonable times
for inspection.
(7)
 Any objection to any report or accounting shall be filed with the clerk of the
[
district
] court within 30 days after the report of accounting has been filed by the
commissioner, or any receiver or liquidator appointed by [
him,
] 
the commissioner,
 and shall be
subject to judicial review only as provided in Section 
7-2-9
.
Section 10. Section 
7-5-13
 is amended to read:
7-5-13.
Collective investment funds.
(1) A person authorized to engage in the trust business in this state may:
(a) establish collective investment funds that authorize participation by fiduciary or
trust accounts of the trust company, its affiliates, or both; and
(b) participate in collective investment funds established by an affiliate of the trust
company, if:
(i) the affiliate is authorized under the laws of its chartering authority to establish a
collective investment fund in which its affiliates may participate; and
(ii) the plan establishing the collective investment fund specifically authorized the
participation.
(2) Funds held by a trust company may be invested collectively in a collective
investment fund in accordance with the rules prescribed by the appropriate governmental
regulatory agency or agencies, if this investment is not specifically prohibited under the
instrument, judgment, decree, or order creating the regulatory relationship.
(3) Unless ordered to do so by a court [
of competent jurisdiction
], a trust company
operating collective investment funds is not required to render a court accounting with regard
to those funds[
; but it may, by application to the district court,
] 
but the trust company may
petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to
secure approval of such an accounting on such conditions as the court may establish.
(4) This section applies to all relationships in existence on or after May 1, 1989.
Section 11. Section 
7-23-401
 is amended to read:
7-23-401.
Operational requirements for deferred deposit loans.
(1) If a deferred deposit lender extends a deferred deposit loan, the deferred deposit
lender shall:
(a) post in a conspicuous location on its premises that can be viewed by a person
seeking a deferred deposit loan:
(i) a complete schedule of any interest or fees charged for a deferred deposit loan that
states the interest and fees using dollar amounts;
(ii) a number the person can call to make a complaint to the department regarding the
deferred deposit loan; and
(iii) a list of states where the deferred deposit lender is registered or authorized to offer
deferred deposit loans through the Internet or other electronic means;
(b) enter into a written contract for the deferred deposit loan;
(c) conspicuously disclose in the written contract:
(i) that under Subsection (3)(a), a person receiving a deferred deposit loan may make a
partial payment in increments of at least $5 on the principal owed on the deferred deposit loan
without incurring additional charges above the charges provided in the written contract;
(ii) that under Subsection (3)(b), a person receiving a deferred deposit loan may rescind
the deferred deposit loan on or before 5 p.m. of the next business day without incurring any
charges;
(iii) that under Subsection (4)(b), the deferred deposit loan may not be rolled over
without the person receiving the deferred deposit loan requesting the rollover of the deferred
deposit loan;
(iv) that under Subsection (4)(c), the deferred deposit loan may not be rolled over if the
rollover requires the person to pay the amount owed by the person under the deferred deposit
loan in whole or in part more than 10 weeks after the day on which the deferred deposit loan is
executed; and
(v) (A) the name and address of a designated agent required to be provided the
department under Subsection 
7-23-201
(2)(d)(vi); and
(B) a statement that service of process may be made to the designated agent;
(d) provide the person seeking the deferred deposit loan:
(i) a copy of the written contract described in Subsection (1)(c); and
(ii) written notice that the person seeking the deferred deposit loan is eligible to enter
into an extended payment plan described in Section 
7-23-403
;
(e) orally review with the person seeking the deferred deposit loan the terms of the
deferred deposit loan including:
(i) the amount of any interest rate or fee;
(ii) the date on which the full amount of the deferred deposit loan is due;
(iii) that under Subsection (3)(a), a person receiving a deferred deposit loan may make
a partial payment in increments of at least $5 on the principal owed on the deferred deposit
loan without incurring additional charges above the charges provided in the written contract;
(iv) that under Subsection (3)(b), a person receiving a deferred deposit loan may
rescind the deferred deposit loan on or before 5 p.m. of the next business day without incurring
any charges;
(v) that under Subsection (4)(b), the deferred deposit loan may not be rolled over
without the person receiving the deferred deposit loan requesting the rollover of the deferred
deposit loan; and
(vi) that under Subsection (4)(c), the deferred deposit loan may not be rolled over if the
rollover requires the person to pay the amount owed by the person under the deferred deposit
loan in whole or in part more than 10 weeks after the day on which the deferred deposit loan is
executed;
(f) comply with the following as in effect on the date the deferred deposit loan is
extended:
(i) Truth in Lending Act, 15 U.S.C. Sec. 1601 et seq., and its implementing federal
regulations;
(ii) Equal Credit Opportunity Act, 15 U.S.C. Sec. 1691, and its implementing federal
regulations;
(iii) Bank Secrecy Act, 12 U.S.C. Sec. 1829b, 12 U.S.C. Sec. 1951 through 1959, and
31 U.S.C. Sec. 5311 through 5332, and its implementing regulations; and
(iv) Title 70C, Utah Consumer Credit Code;
(g) in accordance with Subsection (6), make an inquiry to determine whether a person
attempting to receive a deferred deposit loan has the ability to repay the deferred deposit loan
in the ordinary course, which may include rollovers or extended payment plans as allowed
under this chapter;
(h) in accordance with Subsection (7), receive a signed acknowledgment from a person
attempting to receive a deferred deposit loan that the person has the ability to repay the
deferred deposit loan, which may include rollovers or extended payment plans as allowed by
this chapter; and
(i) report the original loan amount, payment in full, or default of a deferred deposit
loan to a consumer reporting agency, as defined in 15 U.S.C. Sec. 1681a, in accordance with
procedures established by the consumer reporting agency.
(2) If a deferred deposit lender extends a deferred deposit loan through the Internet or
other electronic means, the deferred deposit lender shall provide the information described in
Subsection (1)(a) to the person receiving the deferred deposit loan:
(a) in a conspicuous manner; and
(b) prior to the person entering into the deferred deposit loan.
(3) A deferred deposit lender that engages in a deferred deposit loan shall permit a
person receiving a deferred deposit loan to:
(a) make partial payments in increments of at least $5 on the principal owed on the
deferred deposit loan at any time prior to maturity without incurring additional charges above
the charges provided in the written contract; and
(b) rescind the deferred deposit loan without incurring any charges by returning the
deferred deposit loan amount to the deferred deposit lender on or before 5 p.m. the next
business day following the deferred deposit loan transaction.
(4) A deferred deposit lender that engages in a deferred deposit loan may not:
(a) collect additional interest on a deferred deposit loan with an outstanding principal
balance 10 weeks after the day on which the deferred deposit loan is executed;
(b) roll over a deferred deposit loan without the person receiving the deferred deposit
loan requesting the rollover of the deferred deposit loan;
(c) roll over a deferred deposit loan if the rollover requires a person to pay the amount
owed by the person under a deferred deposit loan in whole or in part more than 10 weeks from
the day on which the deferred deposit loan is first executed;
(d) extend a new deferred deposit loan to a person on the same business day that the
person makes a payment on another deferred deposit loan if:
(i) the payment results in the principal of that deferred deposit loan being paid in full;
and
(ii) the combined terms of the original deferred deposit loan and the new deferred
deposit loan total more than 10 weeks of consecutive interest;
(e) avoid the limitations of Subsections (4)(a) and (4)(c) by extending a new deferred
deposit loan whose proceeds are used to satisfy or refinance any portion of an existing deferred
deposit loan;
(f) threaten to use or use the criminal process in any state to collect on the deferred
deposit loan;
(g) in connection with the collection of money owed on a deferred deposit loan,
communicate with a person who owes money on a deferred deposit loan at the person's place of
employment if the person or the person's employer communicates, orally or in writing, to the
deferred deposit lender that the person's employer prohibits the person from receiving these
communications;
(h) modify by contract the venue provisions in [
Title 78B, Chapter 3, Actions and
Venue
] 
Title 78B, Chapter 3a, Venue for Civil Actions
; or
(i) avoid the requirements of Subsection 
7-23-403
(1)(c) by extending an
interest-bearing loan within seven calendar days before the day on which the 10-week period
ends.
(5) Notwithstanding Subsections (4)(a) and (f), a deferred deposit lender that is the
holder of a check used to obtain a deferred deposit loan that is dishonored may use the
remedies and notice procedures provided in Chapter 15, Dishonored Instruments, except that
the issuer, as defined in Section 
7-15-1
, of the check may not be:
(a) asked by the holder to pay the amount described in Subsection 
7-15-1
(6)(a)(iii) as a
condition of the holder not filing a civil action; or
(b) held liable for the damages described in Subsection 
7-15-1
(7)(b)(vi).
(6) (a) The inquiry required by Subsection (1)(g) applies solely to the initial period of a
deferred deposit loan transaction with a person and does not apply to any rollover or extended
payment plan of a deferred deposit loan.
(b) Subject to Subsection (6)(c), a deferred deposit lender is in compliance with
Subsection (1)(g) if the deferred deposit lender, at the time of the initial period of the deferred
deposit loan transaction:
(i) obtains one of the following regarding the person seeking the deferred deposit loan:
(A) a consumer report, as defined in 15 U.S.C. Sec. 1681a, from a consumer reporting
agency, as defined in 15 U.S.C. Sec. 1681a; or
(B) written proof or verification of income from the person seeking the deferred
deposit loan; or
(ii) relies on the prior repayment history with the deferred deposit lender from the
records of the deferred deposit lender.
(c) If a person seeking a deferred deposit loan has not previously received a deferred
deposit loan from that deferred deposit lender, to be in compliance with Subsection (1)(g), the
deferred deposit lender, at the time of the initial period of the deferred deposit loan transaction,
shall obtain a consumer report, as defined in 15 U.S.C. Sec. 1681a, from a consumer reporting
agency, as defined in 15 U.S.C. Sec. 1681a.
(7) A deferred deposit lender is in compliance with Subsection (1)(h) if the deferred
deposit lender obtains from the person seeking the deferred deposit loan a signed
acknowledgment that is in 14-point bold font, that the person seeking the deferred deposit loan
has:
(a) reviewed the payment terms of the deferred deposit loan agreement;
(b) received a disclosure that a deferred deposit loan may not be rolled over if the
rollover requires the person to pay the amount owed by the person under the deferred deposit
loan in whole or in part more than 10 weeks after the day on which the deferred deposit loan is
first executed;
(c) received a disclosure explaining the extended payment plan options; and
(d) acknowledged the ability to repay the deferred deposit loan in the ordinary course,
which may include rollovers, or extended payment plans as allowed under this chapter.
(8) (a) Before initiating a civil action against a person who owes money on a deferred
deposit loan, a deferred deposit lender shall provide the person at least 30 days notice of
default, describing that:
(i) the person must remedy the default; and
(ii) the deferred deposit lender may initiate a civil action against the person if the
person fails to cure the default within the 30-day period or through an extended payment plan
meeting the requirements of Section 
7-23-403
.
(b) A deferred deposit lender may provide the notice required under this Subsection
(8):
(i) by sending written notice to the address provided by the person to the deferred
deposit lender;
(ii) by sending an electronic transmission to a person if electronic contact information
is provided to the deferred deposit lender; or
(iii) pursuant to the Utah Rules of Civil Procedure.
(c) A notice under this Subsection (8), in addition to complying with Subsection (8)(a),
shall:
(i) be in English, if the initial transaction is conducted in English;
(ii) state the date by which the person must act to enter into an extended payment plan;
(iii) explain the procedures the person must follow to enter into an extended payment
plan;
(iv) subject to Subsection 
7-23-403
(7), if the deferred deposit lender requires the
person to make an initial payment to enter into an extended payment plan:
(A) explain the requirement; and
(B) state the amount of the initial payment and the date the initial payment shall be
made;
(v) state that the person has the opportunity to enter into an extended payment plan for
a time period meeting the requirements of Subsection 
7-23-403
(2)(b); and
(vi) include the following amounts:
(A) the remaining balance on the original deferred deposit loan;
(B) the total payments made on the deferred deposit loan;
(C) any charges added to the deferred deposit loan amount allowed pursuant to this
chapter; and
(D) the total amount due if the person enters into an extended payment plan. 
Section 12. Section 
16-6a-117
 is amended to read:
16-6a-117.
Judicial relief.
(1) (a) A director, officer, delegate, or member may petition [
the applicable district
] 
a
court to take an action provided in Subsection (1)(b) if for any reason it is impractical or
impossible for a nonprofit corporation in the manner prescribed by this chapter[
, its
] 
or the
nonprofit corporation's
 articles of incorporation[
,
] or bylaws to:
(i) call or conduct a meeting of [
its
] 
the nonprofit corporation's
 members, delegates, or
directors; or
(ii) otherwise obtain the consent of [
its
] 
the nonprofit corporation's
 members,
delegates, or directors.
(b) If a petition is filed under Subsection (1)(a), the [
applicable district
] court, in the
manner [
it
] 
the court
 finds fair and equitable under the circumstances, may order that:
(i) a meeting be called; or
(ii) a written consent or other form of obtaining the vote of members, delegates, or
directors be authorized.
[
(c) For purposes of this section, the applicable district court is:
]
[
(i) the district court of the county in this state where the nonprofit corporation's
principal office is located; or
]
[
(ii) if the nonprofit corporation has no principal office in this state:
]
[
(A) the district court of the county in which the registered office is located; or
]
[
(B) if the nonprofit corporation has no registered office in this state, the district court
in and for Salt Lake County.
]
(2) (a) A court [
specified in Subsection (1)
] shall, in an order issued pursuant to this
section, provide for a method of notice reasonably designed to give actual notice to all persons
who would be entitled to notice of a meeting held pursuant to this chapter, the articles of
incorporation, or bylaws.
(b) The method of notice described in Subsection (1) complies with this section
whether or not the method of notice:
(i) results in actual notice to all persons described in Subsection (2)(a); or
(ii) conforms to the notice requirements that would otherwise apply.
(c) In a proceeding under this section, the court may determine who are the members or
directors of a nonprofit corporation.
(3) An order issued pursuant to this section may dispense with any requirement relating
to the holding of or voting at meetings or obtaining votes that would otherwise be imposed by
this chapter[
, the
] 
or the nonprofit corporation's
 articles of incorporation, or bylaws, including
any requirement as to:
(a) quorums; or
(b) the number or percentage of votes needed for approval.
(4) (a) Whenever practical, any order issued pursuant to this section shall limit the
subject matter of a meeting or other form of consent authorized to items the resolution of which
will or may enable the nonprofit corporation to continue managing [
its
] 
the nonprofit
corporation's
 affairs without further resort to this section, including amendments to the articles
of incorporation or bylaws.
(b) Notwithstanding Subsection (4)(a), an order under this section may authorize the
obtaining of whatever votes and approvals are necessary for the dissolution, merger, or sale of
assets of a nonprofit corporation.
(5) A meeting or other method of obtaining the vote of members, delegates, or
directors conducted pursuant to and that complies with an order issued under this section:
(a) is for all purposes a valid meeting or vote, as the case may be; and
(b) shall have the same force and effect as if it complied with every requirement
imposed by this chapter[
, the
] 
or the nonprofit corporation's
 articles of incorporation[
,
] or
bylaws.
(6) In addition to a meeting held under this section, a court-ordered meeting may be
held pursuant to Section 
16-6a-703
.
Section 13. Section 
16-6a-703
 is amended to read:
16-6a-703.
Court-ordered meeting.
[
(1) (a) Upon an application described in Subsection (1)(b) the holding of a meeting of
the members may be summarily ordered by:
]
[
(i) the district court of the county in this state where the nonprofit corporation's
principal office is located; or
]
[
(ii) if the nonprofit corporation has no principal office in this state, the district court in
and for Salt Lake County.
]
[
(b) Subsection (1)(a) applies to an application by:
]
(1)
 [
(i)
] 
(a)
 [
any
] 
A
 voting member entitled to participate in an annual meeting 
may
petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration,
 if an
annual meeting was required to be held and was not held within 15 months after:
[
(A)
] 
(i)
 the corporation's last annual meeting; or
[
(B)
] 
(ii)
 if there has been no annual meeting, the date of incorporation[
; or
]
.
[
(ii)
] 
(b)
 [
any
] 
A
 person who participated in a call of or demand for a special meeting
effective under Subsection 
16-6a-702
(1)[
,
] 
may petition a court with jurisdiction under Title
78A, Judiciary and Judicial Administration,
 if:
[
(A)
] 
(i)
 notice of the special meeting was not given within 30 days after[
:
]
[
(I)
] the date of the call[
;
] or
[
(II)
] the date the last of the demands necessary to require the calling of the meeting
was received by the nonprofit corporation pursuant to Subsection 
16-6a-702
(1)(b); or
[
(B)
] 
(ii)
 the special meeting was not held in accordance with the notice.
(2) If a petition is filed under this section, the court may summarily order the holding
of a meeting of the members.
[
(2)
] 
(3)
 A court that orders a meeting under Subsection [
(1)
] 
(2)
 may:
(a) fix the time and place of the meeting;
(b) determine the members entitled to participate in the meeting;
(c) specify a record date for determining members entitled to notice of and to vote at
the meeting;
(d) prescribe the form and content of the notice of the meeting;
(e) (i) fix the quorum required for specific matters to be considered at the meeting; or
(ii) direct that the votes represented at the meeting constitute a quorum for action on
the specific matters to be considered at the meeting; and
(f) enter other orders necessary or appropriate to accomplish the holding of the
meeting.
Section 14. Section 
16-6a-710
 is amended to read:
16-6a-710.
Members' list for meeting and action by written ballot.
(1) (a) Unless otherwise provided by the bylaws, after fixing a record date for a notice
of a meeting or for determining the members entitled to take action by written ballot, a
nonprofit corporation shall prepare a list of the names of all [
its
] 
the nonprofit corporation's
members who are:
(i) (A) entitled to notice of the meeting; and
(B) to vote at the meeting; or
(ii) to take the action by written ballot.
(b) The list required by Subsection (1) shall:
(i) be arranged by voting group;
(ii) be alphabetical within each voting group;
(iii) show the address of each member entitled to notice of, and to vote at, the meeting
or to take such action by written ballot; and
(iv) show the number of votes each member is entitled to vote at the meeting or by
written ballot.
(2) (a) If prepared in connection with a meeting of the members, the members' list
required by Subsection (1) shall be available for inspection by any member entitled to vote at
the meeting:
(i) (A) beginning the earlier of:
(I) 10 days before the meeting for which the list was prepared; or
(II) two business days after notice of the meeting is given; and
(B) continuing through the meeting, and any adjournment of the meeting; and
(ii) (A) at the nonprofit corporation's principal office; or
(B) at a place identified in the notice of the meeting in the city where the meeting will
be held.
(b) (i) The nonprofit corporation shall make the members' list required by Subsection
(1) available at the meeting.
(ii) Any member entitled to vote at the meeting or an agent or attorney of a member
entitled to vote at the meeting is entitled to inspect the members' list at any time during the
meeting or any adjournment.
(c) A member entitled to vote at the meeting, or an agent or attorney of a member
entitled to vote at the meeting, is entitled on written demand to inspect and, subject to
Subsection 
16-6a-1602
(3) and Subsections 
16-6a-1603
(2) and (3), to copy a members' list
required by Subsection (1):
(i) during:
(A) regular business hours; and
(B) the period it is available for inspection; and
(ii) at the member's expense.
(3) (a) [
On application of a
] 
A
 member of a nonprofit corporation[
, the applicable
district court may take an action described in Subsection (3)(b)
] 
may petition a court with
jurisdiction under Title 78A, Judiciary and Judicial Administration,
 if the nonprofit corporation
refuses to allow a member entitled to vote at the meeting or by the written ballot, or an agent or
attorney of a member entitled to vote at the meeting or by the written ballot, to inspect or copy
the members' list during the period [
it
] 
the nonprofit corporation
 is required to be available for
inspection under Subsection (2).
(b) [
Under Subsection (3)(a), the applicable
] 
If a petition is filed under Subsection
(3)(a), the
 court may:
(i) summarily order the inspection or copying of the members' list at the nonprofit
corporation's expense; and
(ii) until the inspection or copying is complete:
(A) postpone or adjourn the meeting for which the members' list was prepared; or
(B) postpone the time when the nonprofit corporation must receive written ballots in
connection with which the members' list was prepared.
[
(c) For purposes of this Subsection (3), the applicable court is:
]
[
(i) the district court of the county in this state where the nonprofit corporation's
principal office is located; or
]
[
(ii) if the nonprofit corporation has no principal office in this state, the district court in
and for Salt Lake County.
]
(4) If a court orders inspection or copying of a members' list pursuant to Subsection
(3), unless the nonprofit corporation proves that it refused inspection or copying of the list in
good faith because it had a reasonable basis for doubt about the right of the member or the
agent or attorney of the member to inspect or copy the members' list:
(a) the court shall order the nonprofit corporation to pay the member's costs, including
reasonable counsel fees, incurred in obtaining the order;
(b) the court may order the nonprofit corporation to pay the member for any damages
the member incurred; and
(c) the court may grant the member any other remedy afforded the member by law.
(5) If a court orders inspection or copying of a members' list pursuant to Subsection
(3), the court may impose reasonable restrictions on the use or distribution of the list by the
member.
(6) Failure to prepare or make available the members' list does not affect the validity of
action taken at the meeting or by means of the written ballot.
Section 15. Section 
16-6a-809
 is amended to read:
16-6a-809.
Removal of directors by judicial proceeding.
(1) (a) [
The applicable
] 
A
 court may remove a director [
in a proceeding commenced
either
]
, in an action brought
 by the nonprofit corporation or by voting members holding at least
10% of the votes entitled to be cast in the election of the director's successor
,
 if the court finds
that:
(i) the director engaged in:
(A) fraudulent or dishonest conduct; or
(B) gross abuse of authority or discretion with respect to the nonprofit corporation; or
(ii) (A) a final judgment has been entered finding that the director has violated a duty
set forth in Section 
16-6a-822
; and
(B) removal is in the best interests of the nonprofit corporation.
[
(b) For purposes of this Subsection (1), the applicable court is the:
]
[
(i) district court of the county in this state where a nonprofit corporation's principal
office is located; or
]
[
(ii) if the nonprofit corporation has no principal office in this state:
]
[
(A) the district court of the county in which its registered office is located; or
]
[
(B) if the nonprofit corporation has no registered office, the district court for Salt Lake
County.
]
(2) The court that removes a director may bar the director for a period prescribed by the
court from:
(a) reelection;
(b) reappointment; or
(c) designation.
(3) If voting members commence a proceeding under Subsection (1), the voting
members shall make the nonprofit corporation a party defendant.
(4) A director who is removed pursuant to this section may deliver to the division for
filing a statement to that effect pursuant to Section 
16-6a-1608
.
Section 16. Section 
16-6a-1405
 is amended to read:
16-6a-1405.
Effect of dissolution.
(1) A dissolved nonprofit corporation continues its corporate existence but may not
carry on any activities except as is appropriate to wind up and liquidate its affairs, including:
(a) collecting its assets;
(b) returning, transferring, or conveying assets held by the nonprofit corporation upon a
condition requiring return, transfer, or conveyance, which condition occurs by reason of the
dissolution, in accordance with the condition;
(c) transferring, subject to any contractual or legal requirements, its assets as provided
in or authorized by its articles of incorporation or bylaws;
(d) discharging or making provision for discharging its liabilities; and
(e) doing every other act necessary to wind up and liquidate its assets and affairs.
(2) Dissolution of a nonprofit corporation does not:
(a) transfer title to the nonprofit corporation's property including title to water rights,
water conveyance facilities, or other assets of a nonprofit corporation organized to divert or
distribute water to its members;
(b) subject its directors or officers to standards of conduct different from those
prescribed in this chapter;
(c) change quorum or voting requirements for its board of directors or members;
(d) change provisions for selection, resignation, or removal of its directors or officers,
or both;
(e) change provisions for amending its bylaws or its articles of incorporation;
(f) prevent commencement of a proceeding by or against the nonprofit corporation in
its corporate name; or
(g) abate or suspend a proceeding pending by or against the nonprofit corporation on
the effective date of dissolution.
(3) Nothing in this section may be applied in a manner inconsistent with a court's
power of judicial dissolution exercised in accordance with Section 
16-6a-1414
 [
or
16-6a-1415
].
Section 17. Section 
16-6a-1414
 is amended to read:
16-6a-1414.
Grounds and procedure for judicial dissolution.
(1) [
A nonprofit corporation may be dissolved in a proceeding by the
] 
The
 attorney
general or the division director 
may bring an action in a court with jurisdiction under Title 78A,
Judiciary and Judicial Administration, to dissolve a nonprofit corporation
 if it is established
that:
(a) the nonprofit corporation obtained [
its
] 
the nonprofit corporation's
 articles of
incorporation through fraud; or
(b) the nonprofit corporation has continued to exceed or abuse the authority conferred
upon [
it
] 
the nonprofit corporation
 by law.
(2) [
A nonprofit corporation may be dissolved in a proceeding by a member or
director
] 
A member or director of a nonprofit corporation may bring an action in a court with
jurisdiction under Title 78A, Judiciary and Judicial Administration, to dissolve the nonprofit
corporation
 if it is established that:
(a) (i) the directors are deadlocked in the management of the corporate affairs;
(ii) the members, if any, are unable to break the deadlock; and
(iii) irreparable injury to the nonprofit corporation is threatened or being suffered;
(b) the directors or those in control of the nonprofit corporation have acted, are acting,
or will act in a manner that is illegal, oppressive, or fraudulent;
(c) the members are deadlocked in voting power and have failed, for a period that
includes at least two consecutive annual meeting dates, to elect successors to directors whose
terms have expired or would have expired upon the election of their successors; or
(d) the corporate assets are being misapplied or wasted.
(3) [
A nonprofit corporation may be dissolved in a proceeding by a creditor
] 
A creditor
may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration, to dissolve a nonprofit corporation
 if it is established that:
(a) (i) the creditor's claim has been reduced to judgment;
(ii) the execution on the judgment has been returned unsatisfied; and
(iii) the nonprofit corporation is insolvent; or
(b) (i) the nonprofit corporation is insolvent; and
(ii) the nonprofit corporation has admitted in writing that the creditor's claim is due and
owing.
(4) If an action is brought under this section, it is not necessary to make directors or
members parties to the action to dissolve the nonprofit corporation unless relief is sought
against the members individually.
(5) In an action under this section, the court may:
(a) issue injunctions;
(b) appoint a receiver or a custodian pendente lite with all powers and duties the court
directs; or
(c) take other action required to preserve the nonprofit corporation's assets wherever
located and carry on the business of the nonprofit corporation until a full hearing can be held.
[
(4)
] 
(6)
 [
(a)
] If a nonprofit corporation has been dissolved by voluntary or
administrative action taken under this part:
[
(i)
] 
(a)
 the nonprofit corporation may bring a proceeding to wind up and liquidate its
business and affairs under judicial supervision in accordance with Section 
16-6a-1405
; and
[
(ii)
] 
(b)
 the attorney general, a director, a member, or a creditor may bring a
proceeding to wind up and liquidate the affairs of the nonprofit corporation under judicial
supervision in accordance with Section 
16-6a-1405
, upon establishing the grounds set forth in
Subsections (1) through (3).
[
(b) As used in Sections 
16-6a-1415
 through 
16-6a-1417
:
]
[
(i) a "judicial proceeding to dissolve the nonprofit corporation" includes a proceeding
brought under this Subsection (4); and
]
[
(ii) a "decree of dissolution" includes an order of a court entered in a proceeding under
this Subsection (4) that directs that the affairs of a nonprofit corporation shall be wound up and
liquidated under judicial supervision.
]
Section 18. Section 
16-6a-1416
 is amended to read:
16-6a-1416.
Receivership or custodianship.
(1) As used in this section:
(a) "Decree of dissolution" includes an order of a court entered in a proceeding under
Subsection 
16-6a-1414
(4) that directs that the affairs of a nonprofit corporation be wound up
and liquidated under judicial supervision.
(b) "Judicial proceeding to dissolve the nonprofit corporation" includes a proceeding
brought under Subsection 
16-6a-1414
(4).
[
(1)
] 
(2)
 (a) A court in a judicial proceeding brought to dissolve a nonprofit corporation
may appoint:
(i) one or more receivers to wind up and liquidate the affairs of the nonprofit
corporation; or
(ii) one or more custodians to manage the affairs of the nonprofit corporation.
(b) Before appointing a receiver or custodian, the court shall hold a hearing, after
giving notice to:
(i) all parties to the proceeding; and
(ii) any interested persons designated by the court.
(c) The court appointing a receiver or custodian has exclusive jurisdiction over the
nonprofit corporation and all of its property, wherever located.
(d) The court may appoint as a receiver or custodian:
(i) an individual;
(ii) a domestic or foreign corporation authorized to conduct affairs in this state; or
(iii) a domestic or foreign nonprofit corporation authorized to conduct affairs in this
state.
(e) The court may require the receiver or custodian to post bond, with or without
sureties, in an amount specified by the court.
[
(2)
] 
(3)
 The court shall describe the powers and duties of the receiver or custodian in
its appointing order that may be amended from time to time. Among other powers the receiver
shall have the power to:
(a) dispose of all or any part of the property of the nonprofit corporation, wherever
located:
(i) at a public or private sale; and
(ii) if authorized by the court; and
(b) sue and defend in the receiver's own name as receiver of the nonprofit corporation
in all courts.
[
(3)
] 
(4)
 The custodian may exercise all of the powers of the nonprofit corporation,
through or in place of its board of directors or officers, to the extent necessary to manage the
affairs of the nonprofit corporation in the best interests of its members and creditors.
[
(4)
] 
(5)
 If doing so is in the best interests of the nonprofit corporation and its members
and creditors, the court may:
(a) during a receivership, redesignate the receiver as a custodian; and
(b) during a custodianship, redesignate the custodian as a receiver.
[
(5)
] 
(6)
 The court from time to time during the receivership or custodianship may
order compensation paid and expense disbursements or reimbursements made from the assets
of the nonprofit corporation or proceeds from the sale of the assets to:
(a) the receiver;
(b) the custodian; or
(c) the receiver's or custodian's attorney.
Section 19. Section 
16-6a-1417
 is amended to read:
16-6a-1417.
Decree of dissolution.
(1) As used in this section:
(a) "Decree of dissolution" includes an order of a court entered in a proceeding under
Subsection 
16-6a-1414
(4) that directs that the affairs of a nonprofit corporation be wound up
and liquidated under judicial supervision.
(b) "Judicial proceeding to dissolve the nonprofit corporation" includes a proceeding
brought under Subsection 
16-6a-1414
(4).
[
(1)
] 
(2)
 If after a hearing the court determines that one or more grounds for judicial
dissolution described in Section 
16-6a-1414
 exist:
(a) the court may enter a decree:
(i) dissolving the nonprofit corporation; and
(ii) specifying the effective date of the dissolution; and
(b) the clerk of the court shall deliver a certified copy of the decree to the division
which shall file it accordingly.
[
(2)
] 
(3)
 After entering the decree of dissolution, the court shall direct:
(a) the winding up and liquidation of the nonprofit corporation's affairs in accordance
with Section 
16-6a-1405
; and
(b) the giving of notice to:
(i) (A) the nonprofit corporation's registered agent; or
(B) the division if it has no registered agent; and
(ii) to claimants in accordance with Sections 
16-6a-1406
 and 
16-6a-1407
.
[
(3)
] 
(4)
 The court's order or decision may be appealed as in other civil proceedings.
Section 20. Section 
16-6a-1604
 is amended to read:
16-6a-1604.
Court-ordered inspection of corporate records.
(1) (a) A director or member may [
petition the applicable court
] 
bring a petition in a
court with jurisdiction under Title 78A, Judiciary and Judicial Administration, against a
nonprofit corporation
 if:
(i) [
a
] 
the
 nonprofit corporation refuses to allow a director or member, or the director's
or member's agent or attorney, to inspect or copy any records that the director or member is
entitled to inspect or copy under Subsection 
16-6a-1602
(1); and
(ii) the director or member complies with Subsection 
16-6a-1602
(1).
(b) [
If petitioned
] 
If a petition is filed
 under Subsection (1)(a), the court may
summarily order the inspection or copying of the records demanded at the nonprofit
corporation's expense on an expedited basis.
(2) (a) A director or member may [
petition the applicable court
] 
bring a petition in a
court with jurisdiction under Title 78A, Judiciary and Judicial Administration, against a
nonprofit corporation
 if:
(i) [
a
] 
the
 nonprofit corporation refuses to allow a director or member, or the director's
or member's agent or attorney, to inspect or copy any records that the director or member is
entitled to inspect or copy pursuant to Subsections 
16-6a-1602
(2) and (3) within a reasonable
time following the director's or member's demand; and
(ii) the director or member complies with Subsections 
16-6a-1602
(2) and (3).
(b) [
If the court is petitioned
] 
If a petition is brought
 under Subsection (2)(a), the court
may summarily order the inspection or copying of the records demanded.
(3) If a court orders inspection or copying of the records demanded under Subsection
(1) or (2), unless the nonprofit corporation proves that [
it
] 
the nonprofit corporation
 refused
inspection or copying in good faith because [
it
] 
the nonprofit corporation
 had a reasonable
basis for doubt about the right of the director or member, or the director's or member's agent or
attorney, to inspect or copy the records demanded:
(a) the court shall also order the nonprofit corporation to pay the director's or member's
costs, including reasonable counsel fees, incurred to obtain the order;
(b) the court may order the nonprofit corporation to pay the director or member for any
damages the member incurred;
(c) if inspection or copying is ordered pursuant to Subsection (2), the court may order
the nonprofit corporation to pay the director's or member's inspection and copying expenses;
and
(d) the court may grant the director or member any other remedy provided by law.
(4) If a court orders inspection or copying of records demanded, [
it
] 
the court
 may
impose reasonable restrictions on the use or distribution of the records by the demanding
director or member.
[
(5) For purposes of this section, the applicable court is:
]
[
(a) the district court of the county in this state where the nonprofit corporation's
principal office is located; or
]
[
(b) if the nonprofit corporation has no principal office in this state, the district court in
and for Salt Lake County.
]
Section 21. Section 
16-6a-1609
 is amended to read:
16-6a-1609.
Interrogatories by division.
(1) (a) The division may give interrogatories reasonably necessary to ascertain whether
a nonprofit corporation has complied with the provisions of this chapter applicable to the
nonprofit corporation to:
(i) any domestic or foreign nonprofit corporation subject to the provisions of this
chapter; and
(ii) to any officer or director of a nonprofit corporation described in Subsection
(1)(a)(i).
(b) The interrogatories described in this Subsection (1) shall be answered within:
(i) 30 days after the mailing of the interrogatories; or
(ii) additional time as fixed by the division.
(c) The answers to the interrogatories shall be:
(i) full and complete; and
(ii) made in writing.
(d) (i) If the interrogatories are directed to an individual, the interrogatories shall be
answered by the individual.
(ii) If directed to a nonprofit corporation, the interrogatories shall be answered by:
(A) the chair of the board of directors of the nonprofit corporation;
(B) all of the nonprofit corporation's directors;
(C) one of the nonprofit corporation's officers; or
(D) any other person authorized to answer the interrogatories as the nonprofit
corporation's agent.
(e) (i) The division need not file any document to which the interrogatories relate until
the interrogatories are answered as provided in this section.
(ii) Notwithstanding Subsection (1)(e)(i), the division need not file a document to
which the interrogatory relates if the answers to the interrogatory disclose that the document is
not in conformity with the provisions of this chapter.
(f) The division shall certify to the attorney general, for such action as the attorney
general considers appropriate, all interrogatories and answers to interrogatories that disclose a
violation of this chapter.
(2) (a) Interrogatories given by the division under Subsection (1), and the answers to
interrogatories, may not be open to public inspection.
(b) The division may not disclose any facts or information obtained from the
interrogatories or answers to the interrogatories, except:
(i) as the official duties of the division may require the facts or information to be made
public; or
(ii) in the event the interrogatories or the answers to the interrogatories are required for
evidence in any criminal proceedings or in any other action by this state.
(3) Each domestic or foreign nonprofit corporation that knowingly fails or refuses to
answer truthfully and fully, within the time prescribed by Subsection (1), interrogatories given
to the domestic or foreign nonprofit corporation by the division in accordance with Subsection
(1) is guilty of a class C misdemeanor and, upon conviction, shall be punished by a fine of not
more than $500.
(4) Each officer and director of a domestic or foreign nonprofit corporation who
knowingly fails or refuses to answer truthfully and fully, within the time prescribed by
Subsection (1), interrogatories given to the officer or director by the division in accordance
with Subsection (1) is guilty of a class B misdemeanor and, upon conviction, shall be punished
by a fine of not more than $1,000.
(5) The attorney general may enforce this section [
in an action brought in:
] 
by bringing
an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration.
[
(a) the district court of the county in this state where the nonprofit corporation's
principal office or registered office is located; or
]
[
(b) if the nonprofit corporation has no principal or registered office in this state, in the
district court in and for Salt Lake County.
]
Section 22. Section 
16-10a-126
 is amended to read:
16-10a-126.
Petition for review of division's refusal to file document.
(1) 
(a)
 If the division refuses to file a document delivered to [
it
] 
the division
 for filing,
the domestic or foreign corporation for which the filing was requested, or [
its representative,
within 30 days after the effective date of the notice of refusal given by the division pursuant to
Subsection 
16-10a-125
(3), may appeal the refusal to the district court of the county where the
corporation's principal office is or will be located, or if there is none in this state, the county
where its registered office is or will be located
] 
the corporation's representative, may petition a
court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to compel the
filing of the document
.
(b) A domestic or foreign corporation, or the corporation's representative, shall file a
petition under Subsection (1)(a) within 30 days after the day on which the division gives notice
of the refusal under Subsection 
16-10a-125
(3).
(c)
 The [
appeal is commenced by petitioning the court to compel the filing of the
document and by attaching to the petition
] 
petition under Subsection (1)(a) shall include
 a copy
of the document and the division's notice of refusal.
(2) [
The
] 
If a petition is filed under Subsection (1), the
 court may summarily order the
division to file the document or take other action the court considers appropriate.
(3) The court's final decision [
may be appealed
] 
is appealable
 as in any other civil
proceedings.
Section 23. Section 
16-10a-303
 is amended to read:
16-10a-303.
Ultra vires.
(1) Except as provided in Subsection (2), the validity of corporate action may not be
challenged on the ground that the corporation lacks or lacked power to act.
(2) A corporation's power to act may be challenged:
(a) in [
a proceeding
] 
an action
 by a shareholder against the corporation to enjoin the
act;
(b) in [
a proceeding
] 
an action
 by the corporation, directly, derivatively, or through a
receiver, trustee, or other legal representative, against an incumbent or former director, officer,
employee, or agent of the corporation; or
(c) in [
a proceeding
] 
an action
 by the attorney general under Section 
16-10a-1430
.
(3) In a shareholder's [
proceeding
] 
action
 under Subsection (2)(a) to enjoin an
unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all
affected persons are parties to the proceeding, and may award damages for loss, other than
anticipated profits, suffered by the corporation or another party because of enjoining the
unauthorized act.
Section 24. Section 
16-10a-703
 is amended to read:
16-10a-703.
Court-ordered meeting.
(1) [
The district court of the county in this state where a corporation's principal office
is located or, if it has no principal office in this state, the district court for Salt Lake County
] 
A
court
 may summarily order a meeting of shareholders to be held:
(a) [
on application of any
] 
upon a petition by a
 shareholder of the corporation entitled
to participate in an annual meeting or any director of the corporation
,
 if an annual meeting was
not held within 15 months after its last annual meeting, or if there has been no annual meeting,
the date of incorporation; or
(b) [
on application of any person
] 
upon a petition by a person
 who participated in a call
of or demand for a special meeting effective under Subsection 
16-10a-702
(1)
,
 if:
(i) notice of the special meeting was not given within 60 days after the date of the call
or the date the last of the demands necessary to require the calling of the meeting was delivered
to the corporation pursuant to Subsection 
16-10a-702
(1)(b), as the case may be; or
(ii) the special meeting was not held in accordance with the notice.
(2) The court may fix the time and place of the meeting, state whether or not it is an
annual or special meeting, determine the shares entitled to participate in the meeting, specify a
record date for determining shareholders entitled to notice of and to vote at the meeting,
prescribe the form and content of the meeting notice, fix the quorum required for specific
matters to be considered at the meeting, or direct that the votes represented at the meeting
constitute a quorum for action on those matters, and enter other orders necessary or appropriate
to accomplish the purpose or purposes of holding the meeting.
Section 25. Section 
16-10a-720
 is amended to read:
16-10a-720.
Shareholders' list for meeting.
(1) 
(a)
 After fixing a record date for a shareholders' meeting, a corporation shall
prepare a list of the names of all [
its
] 
the corporation's
 shareholders who are entitled to be
given notice of the meeting.
(b)
 The list shall be arranged by voting group, and within each voting group by class or
series of shares.
(c)
 The list shall be alphabetical within each class or series and shall show the address
of, and the number of shares held by, each shareholder.
(2) 
(a)
 The shareholders' list shall be available for inspection by any shareholder,
beginning on the earlier of 10 days before the meeting for which the list was prepared or two
business days after notice of the meeting is given and continuing through the meeting and any
meeting adjournments, at the corporation's principal office or at a place identified in the
meeting notice in the city where the meeting will be held.
(b)
 A shareholder or a shareholder's agent or attorney is entitled on written demand to
the corporation and, subject to the requirements of Subsections 
16-10a-1602
(3) and (7), and the
provisions of Subsections 
16-10a-1603
(2) and (3), to inspect and copy the list, during regular
business hours and during the period [
it
] 
the list
 is available for inspection.
(3) The corporation shall make the shareholders' list available at the meeting, and any
shareholder, or any shareholder's agent or attorney is entitled to inspect the list at any time
during the meeting or any adjournment, for any purposes germane to the meeting.
(4) If the corporation refuses to allow a shareholder, or the shareholder's agent or
attorney, to inspect the shareholders' list before or at the meeting, or to copy the list as
permitted by Subsection (2), [
the district court of the county where a corporation's principal
office is located, or, if it has none in this state, the district court for Salt Lake County, on
application of the shareholder, may
] 
a court may, upon the petition of a shareholder:
(a)
 summarily order the inspection or copying at the corporation's expense [
and may
]
;
and
(b)
 postpone the meeting for which the list was prepared until the inspection or copying
is complete.
(5) If a court orders inspection or copying of the shareholders' list pursuant to
Subsection (4), unless the corporation proves that [
it
] 
the corporation
 refused inspection or
copying of the list in good faith because [
it
] 
the corporation
 had a reasonable basis for doubt
about the right of the shareholder or the shareholder's agent or attorney to inspect or copy the
shareholders' list:
(a) the court shall also order the corporation to pay the shareholder's costs, including
reasonable counsel fees, incurred to obtain the order;
(b) the court may order the corporation to pay the shareholder for any damages
incurred; and
(c) the court may grant the shareholder any other remedy afforded by law.
(6) If a court orders inspection or copying of the shareholders' list pursuant to
Subsection (4), the court may impose reasonable restrictions on the use or distribution of the
list by the shareholder.
(7) Refusal or failure to prepare or make available the shareholders' list does not affect
the validity of action taken at the meeting.
Section 26. Section 
16-10a-1330
 is amended to read:
16-10a-1330.
Judicial appraisal of shares -- Court action.
(1) 
(a)
 If a demand for payment under Section 
16-10a-1328
 remains unresolved, the
corporation shall [
commence a proceeding
] 
bring an action in a court with jurisdiction under
Title 78A, Judiciary and Judicial Administration,
 within 60 days after receiving the payment
demand contemplated by Section 
16-10a-1328
, [
and petition
] 
for
 the court to determine the fair
value of the shares and the amount of interest.
(b)
 If the corporation does not [
commence the proceeding
] 
bring an action
 within the
60-day period, [
it
] 
the corporation
 shall pay each dissenter whose demand remains unresolved
the amount demanded.
[
(2) The corporation shall commence the proceeding described in Subsection (1) in the
district court of the county in this state where the corporation's principal office, or if it has no
principal office in this state, Salt Lake County. If the corporation is a foreign corporation, it
shall commence the proceeding in the county in this state where the principal office of the
domestic corporation merged with, or whose shares were acquired by, the foreign corporation
was located, or, if the domestic corporation did not have its principal office in this state at the
time of the transaction, in Salt Lake County.
]
[
(3)
] 
(2) (a)
 The corporation shall make all dissenters who have satisfied the
requirements of Sections 
16-10a-1321
, 
16-10a-1323
, and 
16-10a-1328
, whether or not they are
residents of this state whose demands remain unresolved, parties to the [
proceeding
commenced
] 
action brought
 under Subsection [
(2)
] 
(1)
 as an action against their shares.
(b)
 All such dissenters who are named as parties shall be served with a copy of the
[
petition
] 
complaint
.
(c) (i)
 Service on each dissenter may be by registered or certified mail to the address
stated in [
his
] 
the dissenter's
 payment demand made pursuant to Section 
16-10a-1328
.
(ii)
 If no address is stated in the payment demand, service may be made at the address
stated in the payment demand given pursuant to Section 
16-10a-1323
.
(iii)
 If no address is stated in the payment demand, service may be made at the address
shown on the corporation's current record of shareholders for the record shareholder holding
the dissenter's shares.
(iv)
 Service may also be made otherwise as provided by law.
[
(4)
] 
(3) (a)
 The jurisdiction of the court in which the [
proceeding is commenced
]
action filed
 under Subsection [
(2)
] 
(1)
 is plenary and exclusive.
(b)
 The court may appoint one or more persons as appraisers to receive evidence and
recommend decision on the question of fair value.
(c)
 The appraisers have the powers described in the order appointing them, or in any
amendment to it.
(d)
 The dissenters are entitled to the same discovery rights as parties in other civil
proceedings.
[
(5)
] 
(4)
 Each dissenter made a party to the [
proceeding commenced
] 
action filed
 under
Subsection [
(2)
] 
(1)
 is entitled to judgment:
(a) for the amount, if any, by which the court finds that the fair value of [
his
] 
the
dissenter's
 shares, plus interest, exceeds the amount paid by the corporation pursuant to Section
16-10a-1325
; or
(b) for the fair value, plus interest, of the dissenter's after-acquired shares for which the
corporation elected to withhold payment under Section 
16-10a-1327
.
Section 27. Section 
16-10a-1430
 is amended to read:
16-10a-1430.
Grounds and procedure for judicial dissolution.
(1) [
A corporation may be dissolved in a proceeding by the attorney general or the
division director
] 
The attorney general or the division director may bring an action in a court
with jurisdiction under Title 78A, Judiciary and Judicial Administration, to dissolve a
corporation
 if it is established that:
(a) the corporation obtained its articles of incorporation through fraud; or
(b) the corporation has continued to exceed or abuse the authority conferred upon [
it
] 
the corporation
 by law.
(2) [
A corporation may be dissolved in a proceeding by a shareholder
] 
A shareholder
may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration, to dissolve a corporation
 if it is established that:
(a) the directors are deadlocked in the management of the corporate affairs, the
shareholders are unable to break the deadlock, irreparable injury to the corporation is
threatened or being suffered, or the business and affairs of the corporation can no longer be
conducted to the advantage of the shareholders generally, because of the deadlock;
(b) the directors or those in control of the corporation have acted, are acting, or will act
in a manner that is illegal, oppressive, or fraudulent;
(c) the shareholders are deadlocked in voting power and have failed, for a period that
includes at least two consecutive annual meeting dates, to elect successors to directors whose
terms have expired or would have expired upon the election of their successors; or
(d) the corporate assets are being misapplied or wasted.
(3) [
A corporation may be dissolved in a proceeding by a creditor
] 
A creditor may
bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration, to dissolve a corporation
 if it is established that:
(a) the creditor's claim has been reduced to judgment, the execution on the judgment
has been returned unsatisfied, and the corporation is insolvent; or
(b) the corporation is insolvent and the corporation has admitted in writing that the
creditor's claim is due and owing.
(4) [
A corporation may be dissolved in a proceeding by the corporation to have its
] 
A
corporation may bring an action in a court with jurisdiction under Title 78A, Judiciary and
Judicial Administration, to dissolve the corporation by
 voluntary dissolution continued under
court supervision.
(5) If an action is brought under this section, it is not necessary to make shareholders
parties to the action to dissolve a corporation unless relief is sought against them individually.
(6) In a proceeding under this section, a court may:
(a) issue injunctions;
(b) appoint a receiver or custodian pendente lite with all powers and duties the court
directs; or
(c) take other action required to preserve the corporate assets wherever located and
carry on the business of the corporation until a full hearing can be held.
Section 28. Section 
16-10a-1434
 is amended to read:
16-10a-1434.
Election to purchase in lieu of dissolution.
(1) In [
a proceeding
] 
an action
 under Subsection 
16-10a-1430
(2) to dissolve a
corporation that has no shares listed on a national securities exchange or regularly traded in a
market maintained by one or more members of a national or affiliated securities association,
the corporation may elect, or if it fails to elect, one or more shareholders may elect to purchase
all shares of the corporation owned by the petitioning shareholder, at the fair value of the
shares, determined as provided in this section. An election pursuant to this section is
irrevocable unless the court determines that it is equitable to set aside or modify the election.
(2) (a) An election to purchase pursuant to this section may be filed with the court at
any time within 90 days after the filing of the [
petition
] 
action
 under Subsection
16-10a-1430
(2) or at any later time as the court in its discretion may allow. If the corporation
files an election with the court within the 90-day period, or at any later time allowed by the
court, to purchase all shares of the corporation owned by the petitioning shareholder, the
corporation shall purchase the shares in the manner provided in this section.
(b) If the corporation does not file an election with the court within the time period, but
an election to purchase all shares of the corporation owned by the petitioning shareholder is
filed by one or more shareholders within the time period, the corporation shall, within 10 days
after the later of:
(i) the end of the time period allowed for the filing of elections to purchase under this
section; or
(ii) notification from the court of an election by shareholders to purchase all shares of
the corporation owned by the petitioning shareholder as provided in this section, give written
notice of the election to purchase to all shareholders of the corporation, other than the
petitioning shareholder. The notice shall state the name and number of shares owned by the
petitioning shareholder and the name and number of shares owned by each electing
shareholder. The notice shall advise any recipients who have not participated in the election of
their right to join in the election to purchase shares in accordance with this section, and of the
date by which any notice of intent to participate must be filed with the court.
(c) Shareholders who wish to participate in the purchase of shares from the petitioning
shareholder shall file notice of their intention to join in the purchase by the electing
shareholders, no later than 30 days after the effective date of the corporation's notice of their
right to join in the election to purchase.
(d) All shareholders who have filed with the court an election or notice of their
intention to participate in the election to purchase the shares of the corporation owned by the
petitioning shareholder thereby become irrevocably obligated to participate in the purchase of
shares from the petitioning shareholders upon the terms and conditions of this section, unless
the court otherwise directs.
(e) After an election has been filed by the corporation or one or more shareholders, the
[
proceedings
] 
action
 under Subsection 
16-10a-1430
(2) may not be discontinued or settled, nor
may the petitioning shareholder sell or otherwise dispose of any shares of the corporation,
unless the court determines that it would be equitable to the corporation and the shareholders,
other than the petitioning shareholders, to permit any discontinuance, settlement, sale, or other
disposition.
(3) If, within 60 days after the earlier of:
(a) the corporation's filing of an election to purchase all shares of the corporation
owned by the petitioning shareholder; or
(b) the corporation's mailing of a notice to its shareholders of the filing of an election
by the shareholders to purchase all shares of the corporation owned by the petitioning
shareholder, the petitioning shareholder and electing corporation or shareholders reach
agreement as to the fair value and terms of purchase of the petitioning shareholder's shares, the
court shall enter an order directing the purchase of petitioner's shares, upon the terms and
conditions agreed to by the parties.
(4) If the parties are unable to reach an agreement as provided for in Subsection (3),
upon application of any party the court shall stay the proceedings under Subsection
16-10a-1430
(2) and determine the fair value of the petitioning shareholder's shares as of the
day before the date on which the [
petition
] 
action
 under Subsection 
16-10a-1430
(2) was filed
or as of any other date the court determines to be appropriate under the circumstances and
based on the factors the court determines to be appropriate.
(5) (a) Upon determining the fair value of the shares of the corporation owned by the
petitioning shareholder, the court shall enter an order directing the purchase of the shares upon
terms and conditions the court determines to be appropriate. The terms and conditions may
include payment of the purchase price in installments, where necessary in the interests of
equity, provision for security to assure payment of the purchase price and any additional costs,
fees, and expenses awarded by the court, and an allocation of shares among shareholders if the
shares are to be purchased by shareholders.
(b) In allocating the petitioning shareholders' shares among holders of different classes
of shares, the court shall attempt to preserve the existing distribution of voting rights among
holders of different share classes to the extent practicable. The court may direct that holders of
a specific class or classes may not participate in the purchase. The court may not require any
electing shareholder to purchase more of the shares of the corporation owned by the petitioning
shareholder than the number of shares that the purchasing shareholder may have set forth in his
election or notice of intent to participate filed with the court as the maximum number of shares
he is willing to purchase.
(c) Interest may be allowed at the rate and from the date determined by the court to be
equitable. However, if the court finds that the refusal of the petitioning shareholder to accept
an offer of payment was arbitrary or otherwise not in good faith, interest may not be allowed.
(d) If the court finds that the petitioning shareholder had probable grounds for relief
under Subsection 
16-10a-1430
(2)(b) or (d), it may award to the petitioning shareholder
reasonable fees and expenses of counsel and experts employed by the petitioning shareholder.
(6) Upon entry of an order under Subsection (3) or (5), the court shall dismiss the
[
petition
] 
action
 to dissolve the corporation under Section 
16-10a-1430
, and the petitioning
shareholder shall no longer have any rights or status as a shareholder of the corporation, except
the right to receive the amounts awarded to him by the court. The award is enforceable in the
same manner as any other judgment.
(7) (a) The purchase ordered pursuant to Subsection (5) shall be made within 10 days
after the date the order becomes final, unless before that time the corporation files with the
court a notice of its intention to adopt articles of dissolution pursuant to Sections 
16-10a-1402
and 
16-10a-1403
. The articles of dissolution must then be adopted and filed within 50 days
after notice.
(b) Upon filing of the articles of dissolution, the corporation is dissolved in accordance
with the provisions of Sections 
16-10a-1405
 through 
16-10a-1408
, and the order entered
pursuant to Subsection (5) is no longer of any force or effect. However, the court may award
the petitioning shareholder reasonable fees and expenses in accordance with the provisions of
Subsection (5)(d). The petitioning shareholder may continue to pursue any claims previously
asserted on behalf of the corporation.
(8) Any payment by the corporation pursuant to an order under Subsection (3) or (5),
other than an award of fees and expenses pursuant to Subsection (5)(d), is subject to the
provisions of Section 
16-10a-640
.
Section 29. Section 
16-10a-1532
 is amended to read:
16-10a-1532.
Appeal from revocation.
[
(1) A foreign corporation may appeal the division's revocation of its authority to
transact business in this state to the district court of the county in this state where the last
registered or principal office of the corporation was located or in Salt Lake County, within 30
days after the notice of revocation is mailed under Section 
16-10a-1531
. The foreign
corporation appeals by petitioning the court to set aside the revocation and attaching to the
petition copies of the corporation's application for authority to transact business, and any
amended applications, each as filed with the division, and the division's notice of revocation.
]
[
(2)
] 
(1) If the division revokes a foreign corporation's authority to transact business in
this state, the foreign corporation may petition a court with jurisdiction under Title 78A,
Judiciary and Judicial Administration, to set aside the revocation.
(2) A foreign corporation shall file a petition under Subsection (1) within 30 days after
the day on which the division gives notice of the revocation under Section 
16-10a-1531
.
(3) The petition under Subsection (1) shall include a copy of the foreign corporation's
application for authority to transact business, any amended applications for authority to transact
business, and the division's notice of revocation.
(4)
 [
The
] 
If a petition is filed under Subsection (1), the
 court may summarily order the
division to reinstate the authority of the foreign corporation to transact business in this state or
[
it
] 
the court
 may take any other action [
it
] 
the court
 considers appropriate.
[
(3)
] 
(5)
 The court's final decision [
may be appealed
] 
is appealable
 as in other civil
proceedings.
Section 30. Section 
16-10a-1604
 is amended to read:
16-10a-1604.
Court-ordered inspection.
(1) 
(a)
 If a corporation does not allow a shareholder or director, or the shareholder's or
director's agent or attorney, who complies with Subsection 
16-10a-1602
(1) to inspect or copy
any records required by that subsection to be available for inspection, [
the district court of the
county in this state in which the corporation's principal office is located, or in Salt Lake County
if it has no principal office in this state, may
] 
the shareholder or director may petition a court
with jurisdiction under Title 78A, Judiciary and Judicial Administration.
(b) If a petition is filed under Subsection (1)(a), a court may
 summarily order
inspection and copying of the records demanded at the corporation's expense[
, on application
of the shareholder or director denied access to the records
].
(2) 
(a)
 If a corporation does not within a reasonable time allow a shareholder or
director, or the shareholder's or director's agent or attorney, who complies with Subsections
16-10a-1602
(2) and (3), to inspect and copy any records which [
he
] 
the shareholder or director
is entitled to inspect or copy by this part, [
then upon application of the shareholder or director
denied access to the records, the district court of the county in this state where the corporation's
principal office is located or, if it has no principal office in this state, the district court for Salt
Lake County, may
] 
the shareholder or director may petition a court with jurisdiction under Title
78A, Judiciary and Judicial Administration.
(b) If a petition is filed under Subsection (2)(a), the court may
 summarily order the
inspection or copying of the records demanded.
(c)
 The court shall dispose of [
an application
] 
a petition
 under this subsection on an
expedited basis.
(3) If a court orders inspection or copying of records demanded, [
it
] 
the court
 shall also
order the corporation to pay the shareholder's or director's costs incurred to obtain the order,
including reasonable counsel fees, unless the corporation proves that it refused inspection in
good faith because it had a reasonable basis for doubt about the right of the shareholder or
director, or the shareholder's or director's agent or attorney, to inspect the records demanded.
(4) If a court orders inspection or copying of records demanded, [
it
] 
the court
 may:
(a) impose reasonable restrictions on the use or distribution of the records by the
demanding shareholder or director;
(b) order the corporation to pay the shareholder or director for any damages incurred as
a result of the corporation's denial if the court determines that the corporation did not act in
good faith in refusing to allow the inspection or copying;
(c) if inspection or copying is ordered pursuant to Subsection (2), order the corporation
to pay the expenses of inspection and copying if the court determines that the corporation did
not act in good faith in refusing to allow the inspection or copying; and
(d) grant the shareholder or director any other available legal remedy.
Section 31. Section 
16-11-13
 is amended to read:
16-11-13.
Purchase or redemption of shares of disqualified shareholder.
(1) 
(a)
 The articles of incorporation may provide for the purchase or redemption of the
shares of any shareholder upon the failure to qualify or disqualification of that shareholder, or
the same may be provided in the bylaws or by private agreement.
(b)
 In the absence of such a provision in the articles of incorporation, the bylaws, or by
private agreement, the professional corporation shall purchase the shares of a shareholder who
is not qualified to own shares in the corporation within 90 days after the failure to qualify or
disqualification of the shareholder.
(2) The price for shares purchased under this section shall be their reasonable fair value
as of the date of failure to qualify or disqualification of the shareholder.
(3) 
(a)
 If the 
professional
 corporation fails to purchase shares as required by Subsection
(1), any disqualified shareholder or personal representative of a disqualified shareholder may
[
bring an action in the district court of the county in which the principal office or place of
practice of the professional corporation is located for the enforcement of this section. The
court shall have power to
] 
bring an action in a court with jurisdiction under Title 78A,
Judiciary and Judicial Administration, for the enforcement of this section.
(b) In an action under Subsection (3)(a), the court may:
(i)
 award the plaintiff the reasonable fair value of [
his shares, or within its jurisdiction,
may order
] 
the plaintiff's shares; or
(ii) within the court's jurisdiction, order
 the liquidation of the 
professional
 corporation.
(c)
 [
Further, if
] 
If
 the plaintiff is successful in the action, [
he shall be
] 
the plaintiff is
entitled to recover a reasonable attorney's fee and costs.
(4) The professional corporation shall repurchase shares as required by this section
without regard to restrictions upon the repurchase of shares provided by Title 16, Chapter 10a,
Utah Revised Business Corporation Act.
Section 32. Section 
16-16-202
 is amended to read:
16-16-202.
Signing and filing of records pursuant to judicial order.
(1) If a person required by this chapter to sign or deliver a record to the division for
filing does not [
do so, the district court, upon petition of an aggrieved person, may order
] 
sign
or deliver the record to the division for filing, the court may order, upon the petition of an
aggrieved person
:
(a) the person to sign the record and deliver [
it
] 
the record
 to the division for filing; or
(b) delivery of the unsigned record to the division for filing.
(2) An aggrieved person under Subsection (1), other than the limited cooperative
association or foreign cooperative to which the record pertains, shall make the association or
foreign cooperative a party to the action brought to obtain the order.
(3) An unsigned record filed pursuant to this section is effective.
Section 33. Section 
16-16-1203
 is amended to read:
16-16-1203.
Judicial dissolution.
[
The district court may dissolve a limited cooperative association or order any action
that under the circumstances is appropriate and equitable:
]
(1) [
in a proceeding initiated by the attorney general,
] 
The attorney general may bring
an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to
dissolve a limited cooperative association
 if:
(a) the association obtained [
its
] 
the association's
 articles of organization through
fraud; or
(b) the association has continued to exceed or abuse the authority conferred upon [
it
]
the corporation
 by law[
; or
]
.
(2) [
in a proceeding initiated by a member,
] 
A member may bring an action in a court
with jurisdiction under Title 78A, Judiciary and Judicial Administration, to dissolve a limited
cooperative association
 if:
(a) the directors are deadlocked in the management of the association's affairs, the
members are unable to break the deadlock, and irreparable injury to the association is occurring
or is threatened because of the deadlock;
(b) the directors or those in control of the association have acted, are acting, or will act
in a manner that is illegal, oppressive, or fraudulent;
(c) the members are deadlocked in voting power and have failed to elect successors to
directors whose terms have expired for two consecutive periods during which annual members
meetings were held or were to be held; or
(d) the assets of the association are being misapplied or wasted.
(3) If an action is brought under this section, a court may dissolve a limited cooperative
association or order an action that under the circumstances is appropriate or equitable.
Section 34. Section 
16-16-1206
 is amended to read:
16-16-1206.
Winding up.
(1) A limited cooperative association continues after dissolution only for purposes of
winding up [
its
] 
the association's
 activities.
(2) In winding up a limited cooperative association's activities, the board of directors
shall cause the association to:
(a) discharge [
its
] 
the association's
 liabilities, settle and close [
its
] 
the association's
activities, and marshal and distribute [
its
] 
the association's
 assets;
(b) preserve the association or its property as a going concern for no more than a
reasonable time;
(c) prosecute and defend actions and proceedings;
(d) transfer association property; and
(e) perform other necessary acts.
(3) After dissolution and upon application of a limited cooperative association, a
member, or a holder of financial rights, [
the district court
] 
a court
 may order judicial
supervision of the winding up of the association, including the appointment of a person to wind
up the association's activities, if:
(a) after a reasonable time, the association has not wound up [
its
] 
the association's
activities; or
(b) the applicant establishes other good cause.
(4) If a person is appointed pursuant to Subsection (3) to wind up the activities of a
limited cooperative association, the association shall promptly deliver to the division for filing
an amendment to the articles of organization to reflect the appointment.
Section 35. Section 
16-16-1210
 is amended to read:
16-16-1210.
Court proceeding.
(1) [
Upon application
] 
Upon a petition
 by a dissolved limited cooperative association
that has published a notice under Section 
16-16-1209
, [
the district court in the county where
the association's principal office is located or, if the association does not have a principal office
in this state where its designated office in this state is located,
] 
a court with jurisdiction under
Title 78A, Judiciary and Judicial Administration,
 may determine the amount and form of
security to be provided for payment of claims against the association that are contingent, have
not been made known to the association, or are based on an event occurring after the effective
date of dissolution but that, based on the facts known to the association, are reasonably
anticipated to arise after the effective date of dissolution.
(2) Not later than 10 days after filing [
an application
] 
a petition
 under Subsection (1), a
dissolved limited cooperative association shall give notice of the proceeding to each known
claimant holding a contingent claim.
(3) 
(a)
 The court may appoint a representative in a proceeding brought under this
section to represent all claimants whose identities are unknown.
(b)
 The dissolved limited cooperative association shall pay reasonable fees and
expenses of the representative, including all reasonable attorney and expert witness fees.
(4) Provision by the dissolved limited cooperative association for security in the
amount and the form ordered by the court satisfies the association's obligations with respect to
claims that are contingent, have not been made known to the association, or are based on an
event occurring after the effective date of dissolution, and the claims may not be enforced
against a member that received a distribution.
Section 36. Section 
24-1-103
 is amended to read:
24-1-103.
Venue.
[
(1)
] In addition to the venue provided for under [
Title 78B, Chapter 3, Part 3, Place of
Trial -- Venue
] 
Title 78B, Chapter 3a, Venue for Civil Actions
, or any other provisions of law,
a proceeding under this title may be maintained in the judicial district in which:
[
(a)
] 
(1)
 the property is seized;
[
(b)
] 
(2)
 any part of the property is found; or
[
(c)
] 
(3)
 a civil or criminal action could be maintained against a claimant for the
offense subjecting the property to forfeiture under this title.
[
(2) A claimant may obtain a change of venue under Section 
78B-3-309
.
]
Section 37. Section 
31A-1-401
 is enacted to read:
Part 4. Venue
 31A-1-401.
Venue for action or petition filed by commissioner.
If the commissioner brings an action under this title in the district court, the
commissioner shall bring the action:
(1) in accordance with Title 78B, Chapter 3a, Venue for Civil Actions; or
(2) in Salt Lake County.
Section 38. Section 
31A-2-305
 is amended to read:
31A-2-305.
Immunity from prosecution.
(1) 
(a)
 If a natural person declines to appear, testify, or produce any record or document
in any proceeding instituted by the commissioner or in obedience to the subpoena of the
commissioner, the commissioner may [
apply to a judge of the district court where the
proceeding is held
] 
petition a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration,
 for an order to the person to attend, testify, or produce records or documents as
requested by the commissioner.
(b)
 In the event a witness asserts a privilege against self-incrimination, testimony and
evidence from the witness may be compelled pursuant to Title 77, Chapter 22b, Grants of
Immunity.
(2) If a person claims the privilege against self-incrimination and refuses to appear,
testify, or produce documents in response to probative evidence against [
him
] 
the person
 in a
proceeding to revoke or suspend [
his
] 
the person's
 license, and if the testimony or documents
would have been admissible as evidence in a court of law except for the Fifth Amendment
privilege, the refusal to appear, testify, or produce documents is, for noncriminal proceedings
only, rebuttable evidence of the facts on which the proceeding is based.
Section 39. Section 
31A-5-414
 is amended to read:
31A-5-414.
Transactions in which directors and others are interested.
(1) Any material transaction between an insurance corporation and one or more of its
directors or officers, or between an insurance corporation and any other person in which one or
more of its directors or officers or any person controlling the corporation has a material
interest, is voidable by the corporation unless all the following exist:
(a) At the time the transaction is entered into it is fair to the interests of the corporation.
(b) The transaction has, with full knowledge of its terms and of the interests involved,
been approved in advance by the board or by the shareholders.
(c) The transaction has been reported to the commissioner immediately after approval
by the board or the shareholders.
(2) A director, whose interest or status makes the transaction subject to this section,
may be counted in determining a quorum for a board meeting approving a transaction under
Subsection (1)(b), but may not vote. Approval requires the affirmative vote of a majority of
those present.
(3) 
(a)
 The commissioner may by rule exempt certain types of transactions from the
reporting requirement of Subsection (1)(c).
(b)
 The commissioner has standing to bring an action on behalf of an insurer to have a
contract in violation of Subsection (1) declared void. [
Such an action shall be brought in the
Third Judicial District Court for Salt Lake County.
]
Section 40. Section 
31A-5-415
 is amended to read:
31A-5-415.
Officers', directors', and employees' liability and indemnification.
(1) 
(a)
 Section 
16-10a-841
 applies to the liabilities of directors of a stock corporation.
(b)
 Subsection 
16-6a-825
(3) applies to loans to trustees and officers of a mutual.
(c)
 A director who votes for or assents to a violation of Subsection 
16-6a-825
(3) or
Section 
16-10a-842
 is jointly and severally liable to the corporation for any loss on the
distribution.
(2) 
(a)
 Title 16, Chapter 10a, Part 9, Indemnification, applies to stock and mutual
corporations, but no indemnification may be paid until 30 or more days after sending a notice
to the commissioner of the full details of the proposed indemnification.
(b)
 The commissioner may bring an action [
in Third Judicial District Court for Salt
Lake County
] 
in a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration,
 to have such indemnification enjoined.
(c)
 The court may enjoin the indemnification to the extent [
it
] 
the indemnification
would render the insurer in a hazardous condition, or exacerbate an existing financially
hazardous condition.
Section 41. Section 
31A-15-211
 is amended to read:
31A-15-211.
Enforcement authority.
(1) 
(a)
 The commissioner is authorized to use the powers established for the
department under this title to enforce the laws of this state not specifically preempted by the
Liability Risk Retention Act of 1986, including the commissioner's administrative authority to
investigate, issue subpoena, conduct depositions and hearings, issue orders, impose monetary
penalties and seek injunctive relief.
(b)
 With regard to any investigation, administrative proceedings, or litigation, the
commissioner shall rely on the procedural laws of this state.
(2) 
(a)
 Whenever the commissioner determines that any person, risk retention group,
purchasing group, or insurer of a purchasing group has violated, is violating, or is about to
violate any provision of this part or any other insurance law of this state applicable to the
person or entity, or that the person or entity has failed to comply with a lawful order of the
commissioner, [
he
] 
the commissioner
 may, in addition to any other lawful remedies or
penalties, [
file a complaint in the Third District Court of Salt Lake County
] 
bring an action in a
court with jurisdiction under Title 78A, Judiciary and Judicial Administration,
 to enjoin and
restrain any person, risk retention group, purchasing group, or insurer from engaging in the
violation, or to compel compliance with the order of the commissioner. [
The court has
jurisdiction of the proceeding and has the power to enter a judgment and order for injunctive or
other relief.
]
(b)
 [
In any action by the commissioner under this subsection
] 
In an action by the
commissioner under Subsection (2)(a)
, service of process shall be made upon the director of
the Division of Corporations and Commercial Code who shall forward the order, pleadings, or
other process to the person, risk retention group, purchasing group, or insurer in accordance
with the procedures specified in Section 
31A-14-204
.
(c)
 Nothing in this section may be construed to limit or abridge the authority of the
commissioner to seek injunctive relief in any district court of the United States as provided in
Section 
31A-15-213
.
(3) In an action under this section, a court has the power to enter a judgment and order
for injunctive or other relief.
Section 42. Section 
31A-16-107.5
 is amended to read:
31A-16-107.5.
Examination of registered insurers.
(1) Subject to the limitation contained in this section and the powers which the
commissioner has under Chapter 2, Administration of the Insurance Laws, relating to the
examination of insurers, the commissioner has the power to examine an insurer registered
under Section 
31A-16-105
 and its affiliates to ascertain the financial condition of the insurer,
including the enterprise risk to the insurer by the ultimate controlling party, or by the insurance
holding company system on a consolidated basis.
(2) (a) The commissioner may order an insurer registered under Section 
31A-16-105
 to
produce the records, books, or other information papers in the possession of the insurer or its
affiliates as are reasonably necessary to determine compliance with this chapter.
(b) To determine compliance with this chapter, the commissioner may order an insurer
registered under Section 
31A-16-105
 to produce information not in the possession of the
insurer if the insurer can obtain access to the information pursuant to contractual relationships,
statutory obligations, or other methods.
(c) If an insurer cannot obtain the information requested by the commissioner, the
insurer shall provide the commissioner a detailed explanation of the reason that the insurer
cannot obtain the information and the identity of the holder of the information.
(d) Whenever it appears to the commissioner that the detailed explanation is without
merit, the commissioner may require, after notice and hearing, the insurer to pay a penalty of
$5,000 for each day's delay, or may suspend or revoke the insurer's license.
(3) The commissioner may retain, at the registered insurer's expense, attorneys,
actuaries, accountants, and other experts not otherwise a part of the commissioner's staff, if
they are necessary to assist in the conduct of the examination under Subsection (1). Any
persons so retained are under the direction and control of the commissioner and shall act in a
purely advisory capacity.
(4) A registered insurer who produces records, books, and papers under Subsection
[
(1)
] 
(2)
 for examination is liable for and shall pay the expense of the examination under
Section 
31A-2-205
.
(5) If an insurer fails to comply with an order issued under this section, the
commissioner may:
(a) examine the affiliates to obtain the information; or
(b) issue subpoenas, administer oaths, and examine under oath any person for purposes
of determining compliance with this section.
(6) 
(a)
 Upon the failure or refusal of any person to obey a subpoena under Subsection
(5), the commissioner may [
petition the Third District Court of Salt Lake County
] 
petition a
court
 to enter an order compelling the witness to appear and testify or produce documentary
evidence.
(b)
 A person shall be obliged to attend as a witness at the place specified in the
subpoena, when subpoenaed, anywhere within the state.
(c)
 A person subpoenaed is entitled to the same fees and mileage[
, if claimed, as a
witness in the Third District Court of Salt Lake County, which fees,
] 
as a witness under Section
78B-1-119
.
(d) Fees,
 mileage, and actual expense, if any, necessarily incurred in securing the
attendance of witnesses, and [
their
] 
the witness's
 testimony, shall be itemized and charged
against, and be paid by, the company being examined.
Section 43. Section 
31A-16-110
 is amended to read:
31A-16-110.
Enjoining violations -- Voting securities acquired in violation of law
or rule.
(1) 
(a)
 Whenever it appears to the commissioner that any insurer or any director,
officer, employee, or agent of an insurer has committed or is about to commit a violation of this
chapter or any rule or order issued by the commissioner under this chapter, the commissioner
may [
apply to the district court of the county in which the principal office of the insurer is
located, or if the insurer has no principal office in this state, then to the Third District Court of
Salt Lake County,
] 
petition a court
 for an order enjoining the insurer or a director, officer,
employee, or agent of the insurer from the violation.
(b)
 The commissioner may also request other equitable relief which the nature of the
case and the interest of the insurer's policyholders, creditors, and shareholders or the public
require.
(2) 
(a)
 No security which is the subject of any agreement or arrangement regarding
acquisition, or which is acquired or to be acquired, in contravention of the provisions of this
chapter or any rule or order issued by the commissioner under this chapter, may be voted at any
shareholders' meeting, or may be counted for quorum purposes.
(b)
 Any action of shareholders requiring the affirmative vote of a percentage of shares
may be taken as though those securities were not issued and outstanding.
(c)
 However, no action taken at that shareholders' meeting is invalidated by the voting
of those securities, unless the action would materially affect control of the insurer or unless the
[
district
] court has ordered that voting invalidates the action.
(d)
 If an insurer or the commissioner has reason to believe that any security of the
insurer has been or is about to be acquired in contravention of the provisions of this chapter or
any rule or order issued by the commissioner under this chapter, the insurer or the
commissioner may [
apply to the Third District Court of Salt Lake County or to the district
court for the county in which the insurer has its principal place of business,
] 
petition a court
 to
enjoin any offer, request, invitation, or agreement of acquisition which is made in
contravention of Section 
31A-16-103
 or any rule or order issued by the commissioner under
this chapter to enjoin the voting of that acquired security.
(e)
 [
This court order may also
] 
On a petition under Subsection (2)(d), a court may:
(i)
 void any vote of that security if the vote has already been cast at any meeting of
shareholders[
, and the court may
]
; and
(ii)
 grant other equitable relief which the nature of the case and the interests of the
insurer's policyholders, creditors, and shareholders or the public require.
[
(3) Upon the application of the insurer or the commissioner, if a person has acquired
or is proposing to acquire any voting securities in violation of this chapter or of any rule or
order issued by the commissioner under this chapter, the Third District Court of Salt Lake
County or the district court for the county in which the insurer has its principal place of
business may, upon the notice which the court deems appropriate,
]
(3) (a) If a person has acquired or is proposing to acquire any voting securities in
violation of this chapter or in violation of a rule or order issued by the commissioner under this
chapter, the insurer or the commissioner may petition a court with jurisdiction under Title 78A,
Judiciary and Judicial Administration.
(b) If a petition is filed under Subsection (3)(a), a court may:
(i)
 seize or sequester any voting securities of the insurer owned directly or indirectly by
that person[
, and
]
; and
(ii)
 issue orders with respect to that person and those securities which the court
considers appropriate to effectuate the provisions of this chapter.
(c) A petitioner under Subsection (3)(a) shall provide notice that the court deems
appropriate.
(4)
 For the purposes of this chapter, the situs of the ownership of the securities of
domestic insurers is considered to be in this state.
Section 44. Section 
31A-16-111
 is amended to read:
31A-16-111.
Required sale of improperly acquired stock -- Penalties.
(1) If the commissioner finds that the acquiring person has not substantially complied
with the requirements of this chapter in acquiring control of a domestic insurer, the
commissioner may require the acquiring person to sell the acquiring person's stock of the
domestic insurer in the manner specified in Subsection (2).
(2) (a) The commissioner shall effect the sale required by Subsection (1) in the manner
which, under the particular circumstances, appears most likely to result in the payment of the
full market value for the stock by persons who have the collective competence, experience,
financial resources, and integrity to obtain approval under Subsection 
31A-16-103
(8).
(b) Sales made under this section are subject to approval by [
the Third Judicial District
Court for Salt Lake County
] 
a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration
, which court has the authority to effect the terms of the sale.
(3) The proceeds from sales made under this section shall be distributed first to the
person required by this section to sell the stock, but only up to the amount originally paid by
the person for the securities. Additional sale proceeds shall be paid to the General Fund.
(4) The person required to sell and persons related to or affiliated with the seller may
not purchase the stock at the sale conducted under this section.
(5) (a) A director or officer of an insurance holding company system violates this
chapter if the director or officer knowingly:
(i) participates in or assents to a transaction or investment that:
(A) has not been properly reported or submitted pursuant to:
(I) Subsections 
31A-16-105
(1) and (2); or
(II) Subsection 
31A-16-106
(1)(b); or
(B) otherwise violates this chapter; or
(ii) permits any of the officers or agents of the insurer to engage in a transaction or
investment described in Subsection (5)(a)(i).
(b) A director or officer in violation of Subsection (5)(a) shall pay, in the director's or
officer's individual capacity, a civil penalty of not more than $20,000 per violation:
(i) upon a finding by the commissioner of a violation; and
(ii) after notice and hearing before the commissioner.
(c) In determining the amount of the civil penalty under Subsection (5)(b), the
commissioner shall take into account:
(i) the appropriateness of the penalty with respect to the gravity of the violation;
(ii) the history of previous violations; and
(iii) any other matters that justice requires.
(6) (a) When it appears to the commissioner that any insurer or any director, officer,
employee, or agent of the insurer, has committed a willful violation of this chapter, the
commissioner may [
cause criminal proceedings to be instituted:
] 
refer the violation to the
appropriate prosecutor.
[
(i) (A) in the district court for the county in this state in which the principal office of
the insurer is located; or
]
[
(B) if the insurer has no principal office in this state, in the Third District Court for
Salt Lake County; and
]
[
(ii) against the insurer or the responsible director, officer, employee, or agent of the
insurer.
]
(b) (i) An insurer that willfully violates this chapter may be fined not more than
$20,000.
(ii) Any individual who willfully violates this chapter is guilty of a third degree felony,
and upon conviction may be:
(A) fined in that person's individual capacity not more than $5,000;
(B) imprisoned; or
(C) both fined and imprisoned.
(7) This section does not limit the other sanctions applicable to violations of this title
under Section 
31A-2-308
.
Section 45. Section 
31A-16-112
 is amended to read:
31A-16-112.
Sanctions.
(1) (a) Notwithstanding Section 
31A-2-308
, the following sanctions apply:
(i) An insurer failing, without just cause, to file a registration statement required by this
chapter is required, after notice and hearing, to pay a penalty of $10,000 for each day's delay, to
be recovered by the commissioner and the penalty so recovered shall be paid into the General
Fund.
(ii) The maximum penalty under this section is $250,000.
(b) The commissioner may reduce the penalty if the insurer demonstrates to the
commissioner that the imposition of the penalty would constitute a financial hardship to the
insurer.
(2) 
(a)
 A director or officer of an insurance holding company system who knowingly
violates, participates in, or assents to, or who knowingly shall permit any of the officers or
agents of the insurer to engage in transactions or make investments that have not been properly
reported or submitted pursuant to Subsection 
31A-16-105
(1), 
31A-16-106
(1)(b), or
31A-16-106
(2), or that violates this chapter, shall pay, in the director's or officer's individual
capacity, a civil forfeiture of not more than $10,000 per violation, notwithstanding Section
31A-2-308
, after notice and hearing before the commissioner.
(b)
 In determining the amount of the civil forfeiture, the commissioner shall take into
account the appropriateness of the forfeiture with respect to the gravity of the violation, the
history of previous violations, and such other matters as justice may require.
(3) 
(a)
 Whenever it appears to the commissioner that any insurer subject to this chapter
or a director, officer, employee, or agent of the insurer has engaged in any transaction or
entered into a contract that is subject to Section 
31A-16-106
 and that would not have been
approved had the approval been requested, the commissioner may order the insurer to cease
and desist immediately any further activity under that transaction or contract.
(b)
 After notice and hearing, the commissioner may also order the insurer to void any
contract and restore the status quo if the action is in the best interest of the policyholders,
creditors, or the public.
(4) 
(a)
 Whenever it appears to the commissioner that an insurer or any director, officer,
employee, or agent of the insurer has committed a willful violation of this chapter, the
commissioner may refer the [
case
] 
violation
 to the appropriate prosecutor. [
Venue for the
criminal action shall be in the Third District Court of Salt Lake County, against the insurer or
the responsible director, officer, employee, or agent of the insurer.
]
(b)
 An insurer that willfully violates this chapter may be fined not more than $250,000
notwithstanding Section 
31A-2-308
.
(c)
 An individual who willfully violates this chapter may be fined in the individual's
individual capacity not more than $100,000 notwithstanding Section 
31A-2-308
 and is guilty of
a third-degree felony.
(5) 
(a)
 An officer, director, or employee of an insurance holding company system who
willfully and knowingly subscribes to or makes or causes to be made any false statements, false
reports, or false filings with the intent to deceive the commissioner in the performances of the
commissioner's duties under this chapter, is guilty of a third-degree felony.
(b)
 Any fines imposed shall be paid by the officer, director, or employee in the
officer's, director's, or employee's individual capacity.
(6) Whenever it appears to the commissioner that a person has committed a violation
of Section 
31A-16-103
 and that prevents the full understanding of the enterprise risk to the
insurer by affiliates or by the insurance holding company system, the violation may serve as an
independent basis for disapproving dividends or distributions and for placing the insurer under
an order of supervision in accordance with Section 
31A-27-503
.
Section 46. Section 
31A-16-117
 is amended to read:
31A-16-117.
Judicial review -- Mandamus.
(1) A person aggrieved by an act, determination, rule, or order or any other action of
the commissioner pursuant to this chapter may seek judicial review in accordance with Title
63G, Chapter 4, Administrative Procedures Act.
(2) The filing of an appeal pursuant to this section shall stay the application of any rule,
order, or other action of the commissioner to the appealing party unless the court, after giving
party notice and an opportunity to be heard, determines that a stay would be detrimental to the
interest of policyholders, shareholders, creditors, or the public.
(3) A person aggrieved by a failure of the commissioner to act or make a determination
required by this chapter may petition [
the Third District Court of
] 
the district court in
 Salt Lake
County for writ in the nature of a mandamus or a peremptory mandamus directing the
commissioner to act or make a determination.
Section 47. Section 
31A-17-610
 is amended to read:
31A-17-610.
Foreign insurers or health organizations.
(1) (a) Any foreign insurer or health organization shall, upon the written request of the
commissioner, submit to the commissioner an RBC report as of the end of the most recent
calendar year by the later of:
(i) the date an RBC report would be required to be filed by a domestic insurer or health
organization under this part; or
(ii) 15 days after the request is received by the foreign insurer or health organization.
(b) Any foreign insurer or health organization shall, at the written request of the
commissioner, promptly submit to the commissioner a copy of any RBC plan that is filed with
the insurance commissioner of any other state.
(2) (a) The commissioner may require a foreign insurer or health organization to file an
RBC plan with the commissioner if:
(i) there is a company action level event, regulatory action level event, or authorized
control level event with respect to the foreign insurer or health organization as determined
under:
(A) the RBC statute applicable in the state of domicile of the insurer or health
organization; or
(B) if no RBC statute is in force in that state, under this part; and
(ii) the insurance commissioner of the state of domicile of the foreign insurer or health
organization fails to require the foreign insurer or health organization to file an RBC plan in the
manner specified under:
(A) that state's RBC statute; or
(B) if no RBC statute is in force in that state, under Section 
31A-17-603
.
(b) If the commissioner requires a foreign insurer or health organization to file an RBC
plan, the failure of the foreign insurer or health organization to file the RBC plan with the
commissioner is grounds to order the insurer or health organization to cease and desist from
writing new insurance business in this state.
(3) The commissioner may [
make application to the Third District Court for Salt Lake
County
] 
petition a court as
 permitted under Section 
31A-27a-901
 with respect to the
liquidation of property of a foreign insurer or health organization found in this state if:
(a) a mandatory control level event occurs with respect to any foreign insurer or health
organization; and
(b) no domiciliary receiver has been appointed with respect to the foreign insurer or
health organization under the rehabilitation and liquidation statute applicable in the state of
domicile of the foreign insurer or health organization.
Section 48. Section 
31A-27a-105
 is amended to read:
31A-27a-105.
Jurisdiction.
(1) (a) A delinquency proceeding under this chapter may not be commenced by a
person other than the commissioner of this state.
(b) No court has jurisdiction to entertain, hear, or determine a delinquency proceeding
commenced by any person other than the commissioner of this state.
(2) Other than in accordance with this chapter, a court of this state has no jurisdiction
to entertain, hear, or determine any complaint:
(a) requesting the liquidation, rehabilitation, seizure, sequestration, or receivership of
an insurer; or
(b) requesting a stay, an injunction, a restraining order, or other relief preliminary to,
incidental to, or relating to a delinquency proceeding.
(3) (a) The receivership court, as of the commencement of a delinquency proceeding
under this chapter, has exclusive jurisdiction of all property of the insurer, wherever located,
including property located outside the territorial limits of the state.
(b) The receivership court has original but not exclusive jurisdiction of all civil
proceedings arising:
(i) under this chapter; or
(ii) in or related to a delinquency proceeding under this chapter.
(4) In addition to other grounds for jurisdiction provided by the law of this state, a
court of this state having jurisdiction of the subject matter has jurisdiction over a person served
pursuant to the Utah Rules of Civil Procedure or other applicable provisions of law in an action
brought by the receiver if the person served:
(a) in an action resulting from or incident to a relationship with the insurer described in
this Subsection (4)(a), is or has been an agent, broker, or other person who has at any time:
(i) written a policy of insurance for an insurer against which a delinquency proceeding
is instituted; or
(ii) acted in any manner whatsoever on behalf of an insurer against which a
delinquency proceeding is instituted;
(b) in an action on or incident to a reinsurance contract described in this Subsection
(4)(b):
(i) is or has been an insurer or reinsurer who has at any time entered into the contract of
reinsurance with an insurer against which a delinquency proceeding is instituted; or
(ii) is an intermediary, agent, or broker of or for the reinsurer, or with respect to the
contract;
(c) in an action resulting from or incident to a relationship with the insurer described in
this Subsection (4)(c), is or has been an officer, director, manager, trustee, organizer, promoter,
or other person in a position of comparable authority or influence over an insurer against which
a delinquency proceeding is instituted;
(d) in an action concerning assets described in this Subsection (4)(d), is or was at the
time of the institution of the delinquency proceeding against the insurer, holding assets in
which the receiver claims an interest on behalf of the insurer; or
(e) in any action on or incident to the obligation described in this Subsection (4)(e), is
obligated to the insurer in any way whatsoever.
(5) (a) Subject to Subsection (5)(b), service shall be made upon the person named in
the petition in accordance with the Utah Rules of Civil Procedure.
(b) In lieu of service under Subsection (5)(a), upon application to the receivership
court, service may be made in such a manner as the receivership court directs whenever it is
satisfactorily shown by the commissioner's affidavit:
(i) in the case of a corporation, that the officers of the corporation cannot be served
because they have departed from the state or have otherwise concealed themselves with intent
to avoid service;
(ii) in the case of an insurer whose business is conducted, at least in part, by an
attorney-in-fact, managing general agent, or other similar entity including a reciprocal, Lloyd's
association, or interinsurance exchange, that the individual attorney-in-fact, managing general
agent, or other entity, or its officers of the corporate attorney-in-fact cannot be served because
of the individual's departure or concealment; or
(iii) in the case of a natural person, that the person cannot be served because of the
person's departure or concealment.
(6) If the receivership court on motion of any party finds that an action should as a
matter of substantial justice be tried in a forum outside this state, the receivership court may
enter an [
appropriate
] order to stay further proceedings on the action in this state.
(7) (a) Nothing in this chapter deprives a reinsurer of any contractual right to pursue
arbitration except:
(i) as to a claim against the estate; and
(ii) in regard to a contract rejected by the receiver under Section 
31A-27a-113
.
(b) A party in arbitration may bring a claim or counterclaim against the estate, but the
claim or counterclaim is subject to this chapter.
[
(8) An action authorized by this chapter shall be brought in the Third District Court
for Salt Lake County.
]
[
(9)
] 
(8)
 (a) At any time after an order is entered pursuant to Section 
31A-27a-201
,
31A-27a-301
, or 
31A-27a-401
, the commissioner or receiver may transfer the case to the
county of the principal office of the person proceeded against.
(b) In the event of a transfer under this Subsection [
(9)
] 
(8)
, the court in which the
proceeding is commenced shall, upon application of the commissioner or receiver, direct its
clerk to transmit the court's file to the clerk of the court to which the case is to be transferred.
(c) After a transfer under this Subsection [
(9)
] 
(8)
, the proceeding shall be conducted in
the same manner as if [
it
] 
the proceeding
 had been commenced in the court to which the matter
is transferred.
[
(10)
] 
(9)
 (a) Except as provided in Subsection [
(10)(c)
] 
(9)(c)
, a person may not
intervene in a liquidation proceeding in this state for the purpose of seeking or obtaining
payment of a judgment, lien, or other claim of any kind.
(b) Except as provided in Subsection [
(10)(c)
] 
(9)(c)
, the claims procedure set for this
chapter constitute the exclusive means for obtaining payment of claims from the liquidation
estate.
(c) (i) An affected guaranty association or the affected guaranty association's
representative may intervene as a party as a matter of right and otherwise appear and participate
in any court proceeding concerning a liquidation proceeding against an insurer.
(ii) Intervention by an affected guaranty association or by an affected guaranty
association's designated representative conferred by this Subsection [
(10)(c)
] 
(9)(c)
 may not
constitute grounds to establish general personal jurisdiction by the courts of this state.
(iii) An intervening affected guaranty association or the affected guaranty association's
representative are subject to the receivership court's jurisdiction for the limited purpose for
which the affected guaranty association intervenes.
[
(11)
] 
(10)
 (a) Notwithstanding the other provisions of this section, this chapter does
not confer jurisdiction on the receivership court to resolve coverage disputes between an
affected guaranty association and those asserting claims against the affected guaranty
association resulting from the initiation of a receivership proceeding under this chapter, except
to the extent that the affected guaranty association otherwise expressly consents to the
jurisdiction of the receivership court pursuant to a plan of rehabilitation or liquidation that
resolves its obligations to covered policyholders.
(b) The determination of a dispute with respect to the statutory coverage obligations of
an affected guaranty association by a court or administrative agency or body with jurisdiction
in the affected guaranty association's state of domicile is binding and conclusive as to the
affected guaranty association's claim in the liquidation proceeding.
[
(12)
] 
(11)
 Upon the request of the receiver, the receivership court or the presiding
judge of the [
Third District Court for Salt Lake County
] 
court with jurisdiction under Title
78A, Judiciary and Judicial Administration,
 may order that one judge hear all cases and
controversies arising out of or related to the delinquency proceeding.
[
(13)
] 
(12)
 A delinquency proceeding is exempt from any program maintained for the
early closure of civil actions.
[
(14)
] 
(13)
 In a proceeding, case, or controversy arising out of or related to a
delinquency proceeding, to the extent there is a conflict between the Utah Rules of Civil
Procedure and this chapter, the provisions of this chapter govern the proceeding, case, or
controversy.
Section 49. Section 
31A-27a-201
 is amended to read:
31A-27a-201.
Receivership court's seizure order.
(1) The commissioner may [
file in the Third District Court for Salt Lake County a
petition
] 
petition a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration
:
(a) with respect to:
(i) an insurer domiciled in this state;
(ii) an unauthorized insurer; or
(iii) pursuant to Section 
31A-27a-901
, a foreign insurer;
(b) alleging that:
(i) there exists grounds that would justify a court order for a formal delinquency
proceeding against the insurer under this chapter; and
(ii) the interests of policyholders, creditors, or the public will be endangered by delay;
and
(c) setting forth the contents of a seizure order considered necessary by the
commissioner.
(2) (a) Upon a filing under Subsection (1), the receivership court may issue the
requested seizure order:
(i) immediately, ex parte, and without notice or hearing;
(ii) that directs the commissioner to take possession and control of:
(A) all or a part of the property, accounts, and records of an insurer; and
(B) the premises occupied by the insurer for transaction of the insurer's business; and
(iii) that until further order of the receivership court, enjoins the insurer and its officers,
managers, agents, and employees from disposition of its property and from the transaction of
its business except with the written consent of the commissioner.
(b) A person having possession or control of and refusing to deliver any of the records
or assets of a person against whom a seizure order is issued under this Subsection (2) is guilty
of a class B misdemeanor.
(3) (a) A petition that requests injunctive relief:
(i) shall be verified by the commissioner or the commissioner's designee; and
(ii) is not required to plead or prove irreparable harm or inadequate remedy at law.
(b) The commissioner shall provide only the notice that the receivership court may
require.
(4) (a) The receivership court shall specify in the seizure order the duration of the
seizure, which shall be the time the receivership court considers necessary for the
commissioner to ascertain the condition of the insurer.
(b) The receivership court may from time to time:
(i) hold a hearing that the receivership court considers desirable:
(A) (I) on motion of the commissioner;
(II) on motion of the insurer; or
(III) on its own motion; and
(B) after the notice the receivership court considers appropriate; and
(ii) extend, shorten, or modify the terms of the seizure order.
(c) The receivership court shall vacate the seizure order if the commissioner fails to
commence a formal proceeding under this chapter after having had a reasonable opportunity to
commence a formal proceeding under this chapter.
(d) An order of the receivership court pursuant to a formal proceeding under this
chapter vacates the seizure order.
(5) Entry of a seizure order under this section does not constitute a breach or an
anticipatory breach of a contract of the insurer.
(6) (a) An insurer subject to an ex parte seizure order under this section may petition
the receivership court at any time after the issuance of a seizure order for a hearing and review
of the basis for the seizure order.
(b) The receivership court shall hold the hearing and review requested under this
Subsection (6) not more than 15 days after the day on which the request is received or as soon
thereafter as the court may allow.
(c) A hearing under this Subsection (6):
(i) may be held privately in chambers; and
(ii) shall be held privately in chambers if the insurer proceeded against requests that [
it
]
the hearing
 be private.
(7) (a) If, at any time after the issuance of a seizure order, it appears to the receivership
court that a person whose interest is or will be substantially affected by the seizure order did
not appear at the hearing and has not been served, the receivership court may order that notice
be given to the person.
(b) An order under this Subsection (7) that notice be given may not stay the effect of a
seizure order previously issued by the receivership court.
(8) Whenever the commissioner makes a seizure as provided in Subsection (2), on the
demand of the commissioner, it shall be the duty of the sheriff of a county of this state, and of
the police department of a municipality in the state to furnish the commissioner with necessary
deputies or officers to assist the commissioner in making and enforcing the seizure order.
(9) The commissioner may appoint a receiver under this section. The insurer shall pay
the costs and expenses of the receiver appointed.
Section 50. Section 
31A-27a-206
 is amended to read:
31A-27a-206.
Confidentiality.
(1) (a) Except as provided in Subsection (1)(b), in a delinquency proceeding or a
judicial review under Section 
31A-27a-201
:
(i) all records of the insurer, department files, court records and papers, and other
documents, so far as they pertain to or are a part of the record of the proceedings, are
confidential; and
(ii) a clerk of the court shall hold a paper filed with the clerk in a confidential file as
permitted by law.
[
(ii) a paper filed with the clerk of the Third District Court for Salt Lake County shall
be held by the clerk in a confidential file as permitted by law.
]
(b) The items listed in Subsection (1)(a) are subject to Subsection (1)(a):
(i) except to the extent necessary to obtain compliance with an order entered in
connection with the proceeding; and
(ii) unless and until:
(A) the [
Third District Court for Salt Lake County
] 
court
, after hearing argument in
chambers, orders otherwise;
(B) the insurer requests that the matter be made public; or
(C) the commissioner applies for an order under Section 
31A-27a-207
.
(2) (a) If the recipient agrees to maintain the confidentiality of the document, material,
or other information, the commissioner or rehabilitator may share a document, materials, or
other information in the possession, custody, or control of the department, pertaining to an
insurer that is the subject of a delinquency proceeding under this chapter with:
(i) another state, federal, and international regulatory agency;
(ii) the National Association of Insurance Commissioners and its affiliates or
subsidiaries;
(iii) a state, federal, and international law enforcement authority;
(iv) an auditor appointed by the receivership court in accordance with Section
31A-27a-805
; or
(v) a representative of an affected guaranty association.
(b) If the domiciliary receiver believes that certain information is sensitive, the receiver
may share that information subject to a continuation of the confidentiality obligations beyond
the period allowed in Subsection (3).
(c) This section does not limit the power of the commissioner to disclose information
under other applicable law.
(3) (a) A domiciliary receiver shall permit a commissioner or a guaranty association of
another state to obtain a listing of policyholders and certificate holders residing in the
requestor's state, including current addresses and summary policy information, if the
commissioner or the guaranty association of another state agrees:
(i) to maintain the confidentiality of the record; and
(ii) that the record will be used only for regulatory or guaranty association purposes.
(b) Access to a record under this Subsection (3) may be limited to normal business
hours.
(c) If the domiciliary receiver believes that certain information described in this
Subsection (3) is sensitive and disclosure might cause a diminution in recovery, the receiver
may apply for a protective order imposing additional restrictions on access.
(4) (a) The confidentiality obligations imposed by this section shall end upon the entry
of an order of liquidation against the insurer, unless:
(i) otherwise agreed to by the parties; or
(ii) pursuant to an order of the receivership court.
(b) A continuation of confidentiality as provided in Subsection (2) does not apply to an
insurer record necessary for a guaranty association to discharge its statutory responsibilities.
(5) A waiver of an applicable privilege or claim of confidentiality does not occur as a
result of a disclosure, or any sharing of documents, materials, or other information, made
pursuant to this section.
Section 51. Section 
31A-27a-207
 is amended to read:
31A-27a-207.
Grounds for rehabilitation or liquidation.
(1) The commissioner may [
file in the Third District Court for Salt Lake County a
petition
] 
petition a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration,
 with respect to an insurer domiciled in this state or an unauthorized insurer for
an order of rehabilitation or liquidation on any one or more of the following grounds:
(a) the insurer is impaired;
(b) the insurer is insolvent;
(c) subject to Subsection (2), the insurer is about to become insolvent;
(d) (i) the insurer neglects or refuses to comply with an order of the commissioner to
make good within the time prescribed by law any deficiency;
(ii) if a stock company, if its capital and minimum required surplus is impaired; or
(iii) if a company other than a stock company, if its surplus is impaired;
(e) the insurer, its parent company, its subsidiary, or its affiliate:
(i) converts, wastes, or conceals property of the insurer; or
(ii) otherwise improperly disposes of, dissipates, uses, releases, transfers, sells, assigns,
hypothecates, or removes the property of the insurer;
(f) the insurer is in such condition that the insurer could not meet the requirements for
organization and authorization as required by law, except as to the amount of:
(i) the original surplus required of a stock company under Sections 
31A-5-211
 and
31A-8-209
; and
(ii) the surplus required of a company other than a stock company in excess of the
minimum surplus required to be maintained;
(g) the insurer, its parent company, its subsidiary, or its affiliate:
(i) conceals, removes, alters, destroys, or fails to establish and maintain records and
other pertinent material adequate for the determination of the financial condition of the insurer
by examination under Section 
31A-2-203
; or
(ii) fails to properly administer claims or maintain claims records that are adequate for
the determination of its outstanding claims liability;
(h) at any time after the issuance of an order under Subsection 
31A-2-201
(4), or at the
time of instituting a proceeding under this chapter, it appears to the commissioner that upon
good cause shown, it is not in the best interest of the policyholders, creditors, or the public to
proceed with the conduct of the business of the insurer;
(i) the insurer is in such condition that the further transaction of business would be
hazardous financially, according to Subsection 
31A-17-609
(3) or otherwise, to its
policyholders, creditors, or the public;
(j) there is reasonable cause to believe that:
(i) there has been:
(A) embezzlement from the insurer;
(B) wrongful sequestration or diversion of the insurer's property;
(C) forgery or fraud affecting the insurer; or
(D) other illegal conduct in, by, or with respect to the insurer; and
(ii) the act described in Subsection (1)(j)(i) if established would endanger assets in an
amount threatening the solvency of the insurer;
(k) control of the insurer is in a person who is:
(i) dishonest;
(ii) untrustworthy; or
(iii) so lacking in insurance company managerial experience or capability as to be
hazardous to policyholders, creditors, or the public;
(l) if:
(i) a person who in fact has executive authority in the insurer, whether an officer,
manager, general agent, director, trustee, employee, shareholder, or other person:
(A) refuses to be examined under oath by the commissioner concerning the insurer's
affairs, whether in this state or elsewhere; or
(B) if examined under oath, refuses to divulge pertinent information reasonably known
to the person; and
(ii) after reasonable notice of the facts described in Subsection (1)(l)(i), the insurer fails
promptly and effectively to terminate:
(A) the employment or status of the person; and
(B) all of the person's influence on management;
(m) after demand by the commissioner under Section 
31A-2-203
 or under this chapter,
the insurer fails to promptly make available for examination:
(i) any of its own property, accounts, or records; or
(ii) so far as it pertains to the insurer, property, accounts, or records of:
(A) a subsidiary or related company within the control of the insurer; or
(B) a person having executive authority in the insurer;
(n) without first obtaining the written consent of the commissioner, the insurer:
(i) transfers, or attempts to transfer, in a manner contrary to Section 
31A-5-508
 or
31A-16-103
, substantially its entire property or business; or
(ii) enters into a transaction the effect of which is to merge, consolidate, or reinsure
substantially its entire property or business in or with the property or business of any other
person;
(o) the insurer or its property has been or is the subject of an application for the
appointment of a receiver, trustee, custodian, conservator, sequestrator, or similar fiduciary of
the insurer or its property otherwise than as authorized under the insurance laws of this state;
(p) within the previous five years the insurer willfully and continuously violates:
(i) its charter or articles of incorporation;
(ii) its bylaws;
(iii) an insurance law of this state; or
(iv) a valid order of the commissioner;
(q) the insurer fails to pay within 60 days after the due date:
(i) (A) an obligation to any state or any subdivision of a state; or
(B) a judgment entered in any state, if the court in which the judgment is entered has
jurisdiction over the subject matter; and
(ii) except that nonpayment is not a ground until 60 days after a good faith effort by the
insurer to contest the obligation has been terminated, whether it is before the commissioner or
in the courts;
(r) the insurer systematically:
(i) engages in the practice of:
(A) reaching settlements with and obtaining releases from claimants; and
(B) unreasonably delaying payment, or failing to pay the agreed-upon settlements; or
(ii) attempts to compromise with claimants or other creditors on the ground that it is
financially unable to pay its claims or obligations in full;
(s) the insurer fails to file its annual report or other financial report required by statute
within the time allowed by law;
(t) the board of directors or the holders of a majority of the shares entitled to vote, or a
majority of those individuals entitled to the control of those entities specified in Section
31A-27a-104
, request or consent to rehabilitation or liquidation under this chapter;
(u) (i) the insurer does not comply with its domiciliary state's requirements for issuance
to it of a certificate of authority; or
(ii) the insurer's certificate of authority is revoked by its state of domicile; or
(v) when authorized by Chapter 17, Part 6, Risk-Based Capital.
(2) For purposes of this section, an insurer is about to become insolvent if it is
reasonably anticipated that the insurer will not have liquid assets to meet its current obligations
for the next 90 days.
Section 52. Section 
31A-27a-209
 is amended to read:
31A-27a-209.
Effect of order of rehabilitation or liquidation.
(1) The filing or recording of an order of receivership with the following imparts the
same notice as a deed, bill of sale, or other evidence of title filed or recorded would have
imparted:
(a) the [
Third District Court for Salt Lake County
] 
court
;
(b) the recorder of deeds of the county in which the principal business of the insurer is
conducted; or
(c) in the case of real estate, with the recorder of deeds of the county where the
property is located.
(2) The filing of a petition commencing delinquency proceedings under this chapter or
the entry of an order of seizure, rehabilitation, or liquidation does not constitute a breach or an
anticipatory breach of any contract or lease of the insurer.
(3) (a) The receiver may appoint one or more special deputies.
(b) A special deputy:
(i) has the powers and responsibilities of the receiver granted under this section, unless
specifically limited by the receiver; and
(ii) serves at the pleasure of the receiver.
(c) The receiver may employ or contract with:
(i) legal counsel;
(ii) one or more actuaries;
(iii) one or more accountants;
(iv) one or more appraisers;
(v) one or more consultants;
(vi) one or more clerks;
(vii) one or more assistants; and
(viii) other personnel as may be considered necessary.
(d) A special deputy or other person with whom the receiver contracts under this
Subsection (3):
(i) is considered to be an agent of the commissioner only in the commissioner's
capacity as receiver; and
(ii) is not considered an agent of the state.
(e) The provisions of any law governing the procurement of goods and services by the
state do not apply to a contract entered into by the commissioner as receiver.
(f) The compensation of a special deputy, employee, or contractor and all expenses of
taking possession of the insurer and of conducting the receivership shall be:
(i) determined by the receiver, with the approval of the receivership court in
accordance with Section 
31A-27a-115
; and
(ii) paid out of the property of the insurer.
(g) (i) If the receiver, in the receiver's sole discretion, considers it necessary to the
proper performance of the receiver's duties under this chapter, the receiver may appoint an
advisory committee of policyholders, claimants, or other creditors including guaranty
associations.
(ii) The committee described in this Subsection (3)(g) serves:
(A) at the pleasure of the receiver; and
(B) without compensation and without reimbursement for expenses.
(iii) The receiver or the receivership court in proceedings conducted under this chapter
may not appoint any other committee of any nature.
Section 53. Section 
31A-44-501
 is amended to read:
31A-44-501.
Application for court order for rehabilitation or liquidation.
(1) The department may request that the attorney general petition [
a district court in the
state
] 
a court with jurisdiction under Title 78A, Judiciary and Judicial Administration
, or a
federal bankruptcy court that has exercised jurisdiction over a provider's facility, for an order
that appoints a trustee to rehabilitate or liquidate the facility if:
(a) the department determines that:
(i) the provider is financially unsound or is unable to meet the income or available cash
projections described in the provider's disclosure statement; and
(ii) the provider's ability to fully perform the provider's obligations under a continuing
care contract is endangered; or
(b) the provider is bankrupt, insolvent, or has filed for protection from creditors under
a federal or state reorganization, bankruptcy, or insolvency law.
(2) A court that evaluates a petition filed under Subsection (1) regarding a provider:
(a) shall evaluate the best interests of a person that has contracted with the provider;
and
(b) may require the proceeds of a lien imposed under Section 
31A-44-601
 to be used to
pay an entrance fee to another facility on behalf of a resident of the provider's facility. 
Section 54. Section 
35A-4-308
 is amended to read:
35A-4-308.
Bonds to ensure compliance.
(1) (a) The division, whenever [
it
] 
the division
 considers it necessary to ensure
compliance with this chapter, may require any employer, subject to the contribution imposed
hereunder, to deposit with [
it
] 
the division
 any bond or security as the division shall determine.
(b) The bond or security may be sold by the division at public sale, if it becomes
necessary, in order to recover any tax, interest, or penalty due.
(c) Notice of the sale may be served upon the employer who deposited the securities
personally or by mail. If by mail, notice sent to the last-known address as the same appears in
the records of the division is sufficient for purposes of this requirement.
(d) Upon the sale, the surplus, if any, above the amounts due, shall be returned to the
employer who deposited the security.
(2) (a) If an employer fails to comply with Subsection (1), [
the district court of the
county in which the employer resides or in which the employer employs workers
] 
a court
 shall,
upon the commencement of a suit by the division for that purpose, enjoin the employer from
further employing workers in this state or continuing in business until the employer has
complied with Subsection (1).
(b) Upon filing of a suit for such purpose by the division, the court shall set a date for
hearing and cause notice to be served upon the employer. The hearing shall be not less than
five nor more than 15 days from the service of the notice.
Section 55. Section 
35A-4-314
 is amended to read:
35A-4-314.
Disclosure of information for debt collection -- Court order --
Procedures -- Use of information restrictions -- Penalties.
(1) The division shall disclose to a creditor who has obtained judgment against a debtor
the name and address of the last known employer of the debtor if:
(a) the judgment creditor obtains a court order requiring disclosure of the information
as described in Subsection (2); and
(b) the judgment creditor completes the requirements described in Subsection (3),
including entering into a written agreement with the division.
(2) (a) A court shall grant an order to disclose the information described in Subsection
(1) if, under the applicable Utah Rules of Civil Procedure:
(i) the judgment creditor files a motion with the court, which includes a copy of the
judgment, and serves a copy of the motion to the judgment debtor and the division;
(ii) the judgment debtor and the division have the opportunity to respond to the motion;
and
(iii) the court denies or overrules any objection to disclosure in the judgment debtor's
and the division's response.
(b) A court may not grant an order to disclose the information described in Subsection
(1), if the court finds that the division has established that disclosure will have a negative effect
on:
(i) the willingness of employers to report wage and employment information; or
(ii) the willingness of individuals to file claims for unemployment benefits.
(c) The requirements of Subsection 
63G-2-202
(7) and Section 
63G-2-207
 do not apply
to information sought through a court order as described in this section.
(3) If a court order is granted in accordance with this section, a judgment creditor shall:
(a) provide to the division a copy of the order requiring the disclosure;
(b) enter into a written agreement with the division, in a form approved by the division;
(c) pay the division a reasonable fee that reflects the cost for processing the request as
established by department rule; and
(d) comply with the data safeguard and security measures described in 20 C.F.R. Sec.
603.9 with respect to information received from the division under this section.
(4) If a judgment creditor complies with Subsection (3), the division shall provide the
information to the judgment creditor within 14 business days after the day on which the
creditor complies with Subsection (3).
(5) A judgment creditor may not:
(a) use the information obtained under this section for a purpose other than satisfying
the judgment between the creditor and debtor; or
(b) disclose or share the information with any other person.
(6) The division may audit a judgment creditor or other party receiving information
under this section for compliance with the data safeguard and security measures described in 20
C.F.R. Sec. 603.9.
(7) If a judgment creditor or other party fails to comply with the data safeguard and
security measures under 20 C.F.R. Sec. 603.9, the judgment creditor or other party is subject to
a civil penalty of no more than $10,000 enforceable by the Utah Office of the Attorney General
as follows:
(a) the attorney general, on the attorney general's own behalf or on behalf of the
division, [
may file an action in district court
] 
may bring an action in a court with jurisdiction
under Title 78A, Judiciary and Judicial Administration,
 to enforce the civil penalty; and
(b) if the attorney general prevails in enforcing the civil penalty against the judgment
creditor or other party:
(i) the attorney general is entitled to an award for reasonable attorney fees, court costs,
and investigative expenses; and
(ii) the civil penalty shall be deposited into the special administrative expense account
described in Subsection 
35A-4-506
(1).
Section 56. Section 
48-1d-111
 is amended to read:
48-1d-111.
Signing and filing pursuant to judicial order.
(1) If a person required by this chapter to sign a record or deliver a record to the
division for filing under this chapter does not do so, any other person that is aggrieved may
petition [
the district court
] 
a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration,
 to order:
(a) the person to sign the record;
(b) the person to deliver the record to the division for filing; or
(c) the division to file the record unsigned.
(2) If a petitioner under Subsection (1) is not the partnership or foreign limited liability
partnership to which the record pertains, the petitioner shall make the partnership or foreign
limited liability partnership a party to the action.
(3) A record filed under Subsection (1)(c) is effective without being signed.
Section 57. Section 
48-1d-116
 is amended to read:
48-1d-116.
Duty of division to file -- Review of refusal to file -- Transmission of
information by division.
(1) The division shall file a record delivered to the division for filing which satisfies
this chapter. The duty of the division under this section is ministerial.
(2) When the division files a record, the division shall record it as filed on the date and
at the time of its delivery. After filing a record, the division shall deliver to the person that
submitted the record a copy of the record with an acknowledgment of the date and time of
filing and, in the case of a statement of denial, also to the partnership to which the statement
pertains.
(3) If the division refuses to file a record, the division, not later than 15 business days
after the record is delivered, shall:
(a) return the record or notify the person that submitted the record of the refusal; and
(b) provide a brief explanation in a record of the reason for the refusal.
(4) 
(a)
 If the division refuses to file a record, the person that submitted the record may
petition [
the district court
] 
a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration,
 to compel filing of the record.
(b)
 The record and the explanation of the division of the refusal to file must be attached
to the petition.
(c)
 The court may decide the matter in a summary proceeding.
(5) The filing of or refusal to file a record does not create a presumption that the
information contained in the record is correct or incorrect.
(6) Except as otherwise provided by Section 
16-17-301
 or by law other than this
chapter, the division may deliver any record to a person by delivering it:
(a) in person to the person that submitted it;
(b) to the address of the person's registered agent;
(c) to the principal office of the person; or
(d) to another address the person provides to the division for delivery.
Section 58. Section 
48-1d-901
 is amended to read:
48-1d-901.
Events causing dissolution.
A partnership is dissolved, and [
its
] 
the partnership's
 activities and affairs must be
wound up, upon the occurrence of any of the following:
(1) in a partnership at will, the partnership has notice of a person's express will to
withdraw as a partner, other than a partner that has dissociated under Subsections 
48-1d-701
(2)
through (10), but, if the person specifies a withdrawal date later than the date the partnership
had notice, on the later date;
(2) in a partnership for a definite term or particular undertaking:
(a) within 90 days after a person's dissociation by death or otherwise under Subsections
48-1d-701
(6) through (10) or wrongful dissociation under Subsection 
48-1d-702
(2), the
affirmative vote or consent of at least half of the remaining partners to wind up the
partnership's activities and affairs, for which purpose a person's rightful dissociation pursuant
to Subsection 
48-1d-702
(2)(b)(i) constitutes the expression of that partner's consent to wind up
the partnership's activities and affairs;
(b) the express consent of all the partners to wind up the partnership's activities and
affairs; or
(c) the expiration of the term or the completion of the undertaking;
(3) an event or circumstance that the partnership agreement states causes dissolution;
(4) [
on application
] 
upon a petition brought
 by a partner, the entry [
by the district court
of an order
] 
of a court order
 dissolving the partnership on the ground that:
(a) the conduct of all or substantially all the partnership's activities and affairs is
unlawful;
(b) the economic purpose of the partnership is likely to be unreasonably frustrated;
(c) another partner has engaged in conduct relating to the partnership's activities and
affairs which makes it not reasonably practicable to carry on the business in partnership with
that partner; or
(d) it is not otherwise reasonably practicable to carry on the partnership's activities and
affairs in conformity with the partnership agreement;
(5) [
on application
] 
upon a petition brought
 by a transferee, the entry [
by the district
court of an order
] 
of a court order
 dissolving the partnership on the ground that it is equitable to
wind up the partnership's activities and affairs:
(a) after the expiration of the term or completion of the undertaking, if the partnership
was for a definite term or particular undertaking at the time of the transfer or entry of the
charging order that gave rise to the transfer; or
(b) at any time, if the partnership was a partnership at will at the time of the transfer or
entry of the charging order that gave rise to the transfer; or
(6) the passage of 90 consecutive days during which the partnership does not have at
least two partners.
Section 59. Section 
48-1d-902
 is amended to read:
48-1d-902.
Winding up.
(1) 
(a)
 A dissolved partnership shall wind up [
its
] 
the partnership's
 activities and affairs
[
and, except
]
.
(b) Except
 as otherwise provided in Section 
48-1d-903
, [
the partnership
] 
a partnership
only
 continues after dissolution [
only
] for the purpose of winding up.
(2) In winding up [
its
] 
a partnership's
 activities and affairs, the partnership:
(a) shall discharge the partnership's debts, obligations, and other liabilities, settle and
close the partnership's activities and affairs, and marshal and distribute the assets of the
partnership; and
(b) may:
(i) deliver to the division for filing a statement of dissolution stating the name of the
partnership and that the partnership is dissolved;
(ii) preserve the partnership's activities and affairs and property as a going concern for
a reasonable time;
(iii) prosecute and defend actions and proceedings, whether civil, criminal, or
administrative;
(iv) transfer the partnership's property;
(v) settle disputes by mediation or arbitration;
(vi) deliver to the division for filing a statement of termination stating the name of the
partnership and that the partnership is terminated; and
(vii) perform other acts necessary or appropriate to the winding up.
(3) A person whose dissociation as a partner resulted in dissolution may participate in
winding up as if still a partner, unless the dissociation was wrongful.
(4) If a dissolved partnership does not have a partner and no person has the right to
participate in winding up under Subsection (3), the personal or legal representative of the last
person to have been a partner may wind up the partnership's activities and affairs. If the
representative does not exercise that right, a person to wind up the partnership's activities and
affairs may be appointed by the consent of transferees owning a majority of the rights to
receive distributions at the time the consent is to be effective. A person appointed under this
Subsection (4) has the powers of a partner under Section 
48-1d-904
 but is not liable for the
debts, obligations, and other liabilities of the partnership solely by reason of having or
exercising those powers or otherwise acting to wind up the partnership's activities and affairs.
(5) [
On the application of
] 
Upon a petition brought by
 any partner or person entitled
under Subsection (3) to participate in winding up, [
the district
] 
a
 court may order judicial
supervision of the winding up of a dissolved partnership, including the appointment of a person
to wind up the partnership's activities and affairs, if:
(a) the partnership does not have a partner, and within a reasonable time following the
dissolution no person has been appointed under Subsection (4); or
(b) the applicant establishes other good cause.
Section 60. Section 
48-1d-903
 is amended to read:
48-1d-903.
Rescinding dissolution.
(1) A partnership may rescind [
its
] 
the partnership's
 dissolution, unless a statement of
termination applicable to the partnership is effective or [
the district
] 
the
 court has entered an
order under Subsection 
48-1d-901
(4) or (5) dissolving the partnership.
(2) Rescinding dissolution under this section requires:
(a) the affirmative vote or consent of each partner;
(b) if a statement of dissolution applicable to the partnership has been filed by the
division but has not become effective, delivery to the division for filing of a statement of
withdrawal under Section 
48-1d-114
 applicable to the statement of dissolution; and
(c) if a statement of dissolution applicable to the partnership is effective, the delivery to
the division for filing of a statement of correction under Section 
48-1d-115
 stating that
dissolution has been rescinded under this section.
(3) If a partnership rescinds [
its
] 
the partnership's
 dissolution:
(a) the partnership resumes carrying on its activities and affairs as if dissolution had
never occurred;
(b) subject to Subsection (3)(c), any liability incurred by the partnership after the
dissolution and before the rescission is effective is determined as if dissolution had never
occurred; and
(c) the rights of a third party arising out of conduct in reliance on the dissolution before
the third party knew or had notice of the rescission may not be adversely affected.
Section 61. Section 
48-1d-909
 is amended to read:
48-1d-909.
Court proceedings.
(1) 
(a)
 A dissolved limited liability partnership that has published a notice under
Section 
48-1d-908
 may [
file an application with the district court in the county where the
dissolved limited liability partnership's principal office is located or, if the principal office is
not located in this state, where the office of its registered agent is located,
] 
petition a court with
jurisdiction under Title 78A, Judiciary and Judicial Administration,
 for a determination of the
amount and form of security to be provided for payment of claims that are contingent, have not
been made known to the dissolved limited liability partnership, or are based on an event
occurring after the effective date of dissolution but which, based on the facts known to the
dissolved limited liability partnership, are reasonably expected to arise after the effective date
of dissolution.
(b)
 Security is not required for any claim that is or is reasonably anticipated to be
barred under Subsection 
48-1d-907
(3).
(2) [
Not
] 
No
 later than 10 days after the filing of an application under Subsection (1),
the dissolved limited liability partnership shall give notice of the proceeding to each claimant
holding a contingent claim known to the dissolved limited liability partnership.
(3) 
(a)
 In any proceeding under this section, the [
district
] court may appoint a guardian
ad litem to represent all claimants whose identities are unknown.
(b)
 The reasonable fees and expenses of the guardian, including all reasonable expert
witness fees, must be paid by the dissolved limited liability partnership.
(4) A dissolved limited liability partnership that provides security in the amount and
form ordered by the [
district
] court under Subsection (1) satisfies the dissolved limited liability
partnership's obligations with respect to claims that are contingent, have not been made known
to the dissolved limited liability partnership, or are based on an event occurring after the
effective date of dissolution, and the claims may not be enforced against a partner or transferee
who receives assets in liquidation.
(5) This section applies only to a debt, obligation, or other liability incurred while a
partnership was a limited liability partnership.
Section 62. Section 
48-1d-1003
 is amended to read:
48-1d-1003.
Required notice or approval.
(1) A domestic or foreign entity that is required to give notice to, or obtain the approval
of, a governmental agency or officer of this state to be a party to a merger must give the notice
or obtain the approval to be a party to an interest exchange, conversion, or domestication.
(2) Property held for a charitable purpose under the law of this state by a domestic or
foreign entity immediately before a transaction under this part becomes effective may not, as a
result of the transaction, be diverted from the objects for which it was donated, granted,
devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this
state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity
obtains [
an appropriate order of the district court
] 
a court order
 specifying the disposition of the
property.
(3) A bequest, devise, gift, grant, or promise contained in a will or other instrument of
donation, subscription, or conveyance that is made to a merging entity that is not the surviving
entity and that takes effect or remains payable after the merger inures to the surviving entity. A
trust obligation that would govern property if transferred to the nonsurviving entity applies to
property that is transferred to the surviving entity under this section.
Section 63. Section 
48-1d-1310
 is amended to read:
48-1d-1310.
Purchase of interest upon death, incapacity, or disqualification of
member.
(1) Subject to this part, one or more of the following may provide for the purchase of a
partner's interest in a professional services partnership upon the death, incapacity, or
disqualification of the partner:
(a) the partnership agreement; or
(b) a private agreement.
(2) In the absence of a provision described in Subsection (1), a professional services
partnership shall purchase the interest of a partner who is deceased, incapacitated, or no longer
qualified to own an interest in the professional services partnership within 90 days after the day
on which the professional services partnership is notified of the death, incapacity, or
disqualification.
(3) If a professional services partnership purchases a partner's interest under Subsection
(2), the professional services company shall purchase the interest at a price that is the
reasonable fair market value as of the date of death, incapacity, or disqualification.
(4) If a professional services partnership fails to purchase a partner's interest as
required by Subsection (2) at the end of the 90-day period described in Subsection (2), [
one of
the following may bring an action in the district court of the county in which the principal
office or place of practice of the professional services partnership is located
] 
the following
persons may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration,
 to enforce Subsection (2):
(a) the personal representative of a deceased partner;
(b) the guardian or conservator of an incapacitated partner; or
(c) the disqualified partner.
(5) A court in which an action is brought under Subsection (4) may:
(a) award the person bringing the action the reasonable fair market value of the
interest; or
(b) within [
its
] 
the court's
 jurisdiction, order the liquidation of the professional services
partnership.
(6) If a person described in Subsections (4)(a) through (c) is successful in an action
under Subsection (4), the court shall award the person reasonable attorney's fees and costs.
Section 64. Section 
48-2e-204
 is amended to read:
48-2e-204.
Signing and filing pursuant to judicial order.
(1) If a person required by this chapter to sign a record or deliver a record to the
division for filing under this chapter does not do so, any other person that is aggrieved may
petition [
the district court
] 
a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration,
 to order:
(a) the person to sign the record;
(b) the person to deliver the record to the division for filing; or
(c) the division to file the record unsigned.
(2) If the petitioner under Subsection (1) is not the limited partnership or foreign
limited partnership to which the record pertains, the petitioner shall make the limited
partnership or foreign limited partnership a party to the action.
(3) A record filed under Subsection (1)(c) is effective without being signed.
Section 65. Section 
48-2e-209
 is amended to read:
48-2e-209.
Duty of division to file -- Review of refusal to file -- Transmission of
information by the division.
(1) The division shall file a record delivered to the division for filing which satisfies
this chapter. The duty of the division under this section is ministerial.
(2) When the division files a record, the division shall record it as filed on the date and
at the time of its delivery. After filing a record, the division shall deliver to the person that
submitted the record a copy of the record with an acknowledgment of the date and time of
filing.
(3) If the division refuses to file a record, the division, not later than 15 business days
after the record is delivered, shall:
(a) return the record or notify the person that submitted the record of the refusal; and
(b) provide a brief explanation in a record of the reason for the refusal.
(4) 
(a)
 If the division refuses to file a record, the person that submitted the record may
petition [
the district court
] 
a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration,
 to compel filing of the record.
(b)
 The record and the explanation of the division of the refusal to file must be attached
to the petition.
(c)
 The court may decide the matter in a summary proceeding.
(5) The filing of or refusal to file a record does not create a presumption that the
information contained in the filing is correct or incorrect.
(6) Except as otherwise provided by Section 
16-17-301
 or by law other than this
chapter, the division may deliver any record to a person by delivering it:
(a) in person to the person that submitted it;
(b) to the address of the person's registered agent;
(c) to the principal office of the person; or
(d) to another address the person provides to the division for delivery.
Section 66. Section 
48-2e-801
 is amended to read:
48-2e-801.
Events causing dissolution.
(1) A limited partnership is dissolved, and [
its
] 
the limited partnership's
 activities and
affairs must be wound up, upon the occurrence of any of the following:
(a) an event or circumstance that the partnership agreement states causes dissolution;
(b) the affirmative vote or consent of all general partners and of limited partners
owning a majority of the rights to receive distributions as limited partners at the time the vote
or consent is to be effective;
(c) after the dissociation of a person as a general partner:
(i) if the limited partnership has at least one remaining general partner, the vote or
consent to dissolve the limited partnership not later than 90 days after the dissociation by
partners owning a majority of the rights to receive distributions as partners at the time the vote
or consent is to be effective; or
(ii) if the limited partnership does not have a remaining general partner, the passage of
90 days after the dissociation, unless before the end of the period:
(A) consent to continue the activities and affairs of the limited partnership and admit at
least one general partner is given by limited partners owning a majority of the rights to receive
distributions as limited partners at the time the consent is to be effective; and
(B) at least one person is admitted as a general partner in accordance with the consent;
(d) the passage of 90 consecutive days after the dissociation of the limited partnership's
last limited partner, unless before the end of the period the limited partnership admits at least
one limited partner;
(e) the passage of 90 consecutive days during which the limited partnership has only
one partner, unless before the end of the period:
(i) the limited partnership admits at least one person as a partner;
(ii) if the previously sole remaining partner is only a general partner, the limited
partnership admits the person as a limited partner; and
(iii) if the previously sole remaining partner is only a limited partner, the limited
partnership admits a person as a general partner;
(f) [
on application
] 
upon a petition brought
 by a partner, the entry [
by the district court
of an order
] 
of a court order
 dissolving the limited partnership on the grounds that:
(i) the conduct of all or substantially all the limited partnership's activities and affairs is
unlawful; or
(ii) it is not reasonably practicable to carry on the limited partnership's activities and
affairs in conformity with the partnership agreement; or
(g) the signing and filing of a statement of administrative dissolution by the division
under Section 
48-2e-810
.
(2) If an event occurs that imposes a deadline on a limited partnership under
Subsection (1) and before the limited partnership has met the requirements of the deadline,
another event occurs that imposes a different deadline on the limited partnership under
Subsection (1):
(a) the occurrence of the second event does not affect the deadline caused by the first
event; and
(b) the limited partnership's meeting of the requirements of the first deadline does not
extend the second deadline.
Section 67. Section 
48-2e-802
 is amended to read:
48-2e-802.
Winding up.
(1) 
(a)
 A dissolved limited partnership shall wind up [
its
] 
the limited partnership's
activities and affairs[
, and, except
]
.
(b) Except
 as otherwise provided in Section 
48-2e-803
, the limited partnership 
only
continues after dissolution [
only
] for the purpose of winding up.
(2) In winding up [
its
] 
the limited partnership's
 activities and affairs, the limited
partnership:
(a) shall discharge the limited partnership's debts, obligations, and other liabilities,
settle and close the limited partnership's activities and affairs, and marshal and distribute the
assets of the limited partnership; and
(b) may:
(i) amend its certificate of limited partnership to state that the limited partnership is
dissolved;
(ii) preserve the limited partnership activities, affairs, and property as a going concern
for a reasonable time;
(iii) prosecute and defend actions and proceedings, whether civil, criminal, or
administrative;
(iv) transfer the limited partnership's property;
(v) settle disputes by mediation or arbitration;
(vi) deliver to the division for filing a statement of termination stating the name of the
limited partnership and that the limited partnership is terminated; and
(vii) perform other acts necessary or appropriate to the winding up.
(3) 
(a)
 If a dissolved limited partnership does not have a general partner, a person to
wind up the dissolved limited partnership's activities and affairs may be appointed by the
affirmative vote or consent of limited partners owning a majority of the rights to receive
distributions as limited partners at the time the vote or consent is to be effective.
(b)
 A person appointed under this Subsection (3):
[
(a)
] 
(i)
 has the powers of a general partner under Section 
48-2e-804
 but is not liable
for the debts, obligations, and other liabilities of the limited partnership solely by reason of
having or exercising those powers or otherwise acting to wind up the dissolved limited
partnership's activities and affairs; and
[
(b)
] 
(ii)
 shall deliver promptly to the division for filing an amendment to the
certificate of limited partnership stating:
[
(i)
] 
(A)
 that the limited partnership does not have a general partner;
[
(ii)
] 
(B)
 the name and street and mailing addresses of the person; and
[
(iii)
] 
(C)
 that the person has been appointed pursuant to this subsection to wind up the
limited partnership.
[
(4) On the application of any
]
(4) Upon a petition brought by a
 partner, [
the district
] 
a
 court may order judicial
supervision of the winding up of a dissolved limited partnership, including the appointment of
a person to wind up the limited partnership's activities and affairs, if:
(a) the limited partnership does not have a general partner and within a reasonable time
following the dissolution no person has been appointed pursuant to Subsection (3); or
(b) the applicant establishes other good cause.
Section 68. Section 
48-2e-803
 is amended to read:
48-2e-803.
Rescinding dissolution.
(1) A limited partnership may rescind [
its
] 
the limited partnership's
 dissolution, unless
a statement of termination applicable to the limited partnership is effective, [
the district
] 
a
 court
has entered an order under Subsection 
48-2e-801
(1)(f) dissolving the limited partnership, or the
division has dissolved the limited partnership under Section 
48-2e-810
.
(2) Rescinding dissolution under this section requires:
(a) the affirmative vote or consent of each partner; and
(b) if the limited partnership has delivered to the division for filing an amendment to
the certificate of limited partnership stating that the partnership is dissolved and if:
(i) the amendment is not effective, the filing by the limited partnership of a statement
of withdrawal under Section 
48-2e-207
 applicable to the amendment; or
(ii) the amendment is effective, the delivery by the limited partnership to the division
for filing of an amendment to the certificate of limited partnership stating that the dissolution
has been rescinded under this section.
(3) If a limited partnership rescinds [
its
] 
the limited partnership's
 dissolution:
(a) the limited partnership resumes carrying on [
its
] 
the limited partnership's
 activities
and affairs as if dissolution had never occurred;
(b) subject to Subsection (3)(c), any liability incurred by the limited partnership after
the dissolution and before the rescission is effective is determined as if dissolution had never
occurred; and
(c) the rights of a third party arising out of conduct in reliance on the dissolution before
the third party knew or had notice of the rescission may not be adversely affected.
Section 69. Section 
48-2e-808
 is amended to read:
48-2e-808.
Court proceedings.
(1) 
(a)
 A dissolved limited partnership that has published a notice under Section
48-2e-807
 may [
file an application with the district court in the county where the dissolved
limited partnership's principal office is located, or, if the principal office is not located in this
state, where the office of its registered agent is located,
] 
petition a court with jurisdiction under
Title 78A, Judiciary and Judicial Administration,
 for a determination of the amount and form
of security to be provided for payment of claims that are contingent, have not been made
known to the dissolved limited partnership, or are based on an event occurring after the
effective date of dissolution but which, based on the facts known to the dissolved limited
partnership, are reasonably expected to arise after the effective date of dissolution.
(b)
 Security is not required for any claim that is or is reasonably anticipated to be
barred under Subsection 
48-2e-807
(3).
(2) [
Not
] 
No
 later than 10 days after the filing of an application under Subsection (1),
the dissolved limited partnership shall give notice of the proceeding to each claimant holding a
contingent claim known to the dissolved limited partnership.
(3) 
(a)
 In a proceeding brought under this section, the court may appoint a guardian ad
litem to represent all claimants whose identities are unknown.
(b)
 The reasonable fees and expenses of the guardian, including all reasonable expert
witness fees, must be paid by the dissolved limited partnership.
(4) A dissolved limited partnership that provides security in the amount and form
ordered by the court under Subsection (1) satisfies the dissolved limited partnership's
obligations with respect to claims that are contingent, have not been made known to the
dissolved limited partnership, or are based on an event occurring after the effective date of
dissolution, and such claims may not be enforced against a partner or transferee that received
assets in liquidation.
Section 70. Section 
48-2e-1103
 is amended to read:
48-2e-1103.
Required notice or approval.
(1) A domestic or foreign entity that is required to give notice to, or obtain the approval
of, a governmental agency or officer of this state to be a party to a merger must give the notice
or obtain the approval to be a party to an interest exchange, conversion, or domestication.
(2) Property held for a charitable purpose under the law of this state by a domestic or
foreign entity immediately before a transaction under this part becomes effective may not, as a
result of the transaction, be diverted from the objects for which it was donated, granted,
devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this
state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity
obtains [
an appropriate order of the district court
] 
a court order
 specifying the disposition of the
property.
(3) A bequest, devise, gift, grant, or promise contained in a will or other instrument of
donation, subscription, or conveyance that is made to a merging entity that is not the surviving
entity and that takes effect or remains payable after the merger inures to the surviving entity. A
trust obligation that would govern property if transferred to the nonsurviving entity applies to
property that is transferred to the surviving entity under this section.
Section 71. Section 
48-3a-204
 is amended to read:
48-3a-204.
Signing and filing pursuant to judicial order.
(1) If a person required by this chapter to sign a record or deliver a record to the
division for filing under this chapter does not do so, any other person that is aggrieved may
petition [
the district court
] 
a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration,
 to order:
(a) the person to sign the record;
(b) the person to deliver the record to the division for filing; or
(c) the division to file the record unsigned.
(2) If a petitioner under Subsection (1) is not the limited liability company or foreign
limited liability company to which the record pertains, the petitioner shall make the limited
liability company or foreign limited liability company a party to the action.
(3) A record filed under Subsection (1)(c) is effective without being signed.
Section 72. Section 
48-3a-209
 is amended to read:
48-3a-209.
Duty of division to file -- Review of refusal to file -- Transmission of
information by division.
(1) The division shall file a record delivered to the division for filing which satisfies
this chapter. The duty of the division under this section is ministerial.
(2) When the division files a record, the division shall record it as filed on the date and
at the time of its delivery. After filing a record, the division shall deliver to the person that
submitted the record a copy of the record with an acknowledgment of the date and time of
filing and, in the case of a statement of denial, also to the limited liability company to which
the statement pertains.
(3) If the division refuses to file a record, the division shall, not later than 15 business
days after the record is delivered:
(a) return the record or notify the person that submitted the record of the refusal; and
(b) provide a brief explanation in a record of the reason for the refusal.
(4) 
(a)
 If the division refuses to file a record, the person that submitted the record may
petition [
the district court
] 
a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration,
 to compel filing of the record.
(b)
 The record and the explanation of the division of the refusal to file must be attached
to the petition.
(c)
 The court may decide the matter in a summary proceeding.
(5) The filing of or refusal to file a record does not create a presumption that the
information contained in the record is correct or incorrect.
(6) Except as otherwise provided by Section 
16-17-301
 or by law other than this
chapter, the division may deliver any record to a person by delivering it:
(a) in person to the person that submitted it;
(b) to the address of the person's registered agent;
(c) to the principal office of the person; or
(d) to another address the person provides to the division for delivery.
Section 73. Section 
48-3a-701
 is amended to read:
48-3a-701.
Events causing dissolution.
A limited liability company is dissolved, and its activities and affairs must be wound
up, upon the occurrence of any of the following:
(1) an event or circumstance that the operating agreement states causes dissolution;
(2) the consent of all the members;
(3) the passage of 90 consecutive days during which the limited liability company has
no members unless:
(a) consent to admit at least one specified person as a member is given by transferees
owning the rights to receive a majority of distributions as transferees at the time the consent is
to be effective; and
(b) at least one person becomes a member in accordance with the consent;
(4) [
on application by
] 
upon a petition brought by
 a member, the entry [
by the district
court of an order
] 
of a court order
 dissolving the limited liability company on the grounds that:
(a) the conduct of all or substantially all of the limited liability company's activities and
affairs is unlawful; or
(b) it is not reasonably practicable to carry on the limited liability company's activities
and affairs in conformity with the certificate of organization and the operating agreement;
(5) [
on application by
] 
upon a petition brought by
 a member, the entry [
by the district
court of an order
] 
of a court order
 dissolving the limited liability company on the grounds that
the managers or those members in control of the limited liability company:
(a) have acted, are acting, or will act in a manner that is illegal or fraudulent; or
(b) have acted, are acting, or will act in a manner that is oppressive and was, is, or will
be directly harmful to the applicant; or
(6) the signing and filing of a statement of administrative dissolution by the division
under Subsection 
48-3a-708
(3).
Section 74. Section 
48-3a-702
 is amended to read:
48-3a-702.
Election to purchase in lieu of dissolution.
(1) 
(a)
 In a proceeding under Subsection 
48-3a-701
(5) to dissolve a limited liability
company, the limited liability company may elect or, if [
it
] 
the limited liability company
 fails to
elect, one or more members may elect to purchase the interest in the limited liability company
owned by the applicant member at the fair market value of the interest, determined as provided
in this section.
(b)
 An election pursuant to this Subsection (1) is irrevocable unless [
the district
] 
a
court determines that it is equitable to set aside or modify the election.
(2) 
(a)
 An election to purchase pursuant to this section may be filed with [
the district
] 
a
court at any time within 90 days after the filing of the petition in a proceeding under Subsection
48-3a-701
(5) or at any later time as the [
district
] court in [
its
] 
the court's
 discretion may allow.
(b)
 If the limited liability company files an election with [
the district
] 
a
 court within the
90-day period, or at any later time allowed by the [
district
] court, to purchase the interest in the
limited liability company owned by the applicant member, the limited liability company shall
purchase the interest in the manner provided in this section.
(3) 
(a)
 If the limited liability company does not file an election with [
the district
] 
a
court within the time period, but an election to purchase the interest in the limited liability
company owned by the applicant member is filed by one or more members within the time
period, the limited liability company shall, within 10 days after the later of the end of the time
period allowed for the filing of elections to purchase under this section or notification from the
[
district
] court of an election by members to purchase the interest in the limited liability
company owned by the applicant member as provided in this section, give written notice of the
election to purchase to all members of the limited liability company, other than the applicant
member.
(b)
 The notice shall state the name and the percentage interest in the limited liability
company owned by the applicant member and the name and the percentage interest in the
limited liability company owned by each electing member.
(c)
 The notice shall advise any recipients who have not participated in the election of
their right to join in the election to purchase the interest in the limited liability company in
accordance with this section and of the date by which any notice of intent to participate must be
filed with the [
district
] court.
(4) Members who wish to participate in the purchase of the interest in the limited
liability company of the applicant member must file notice of their intention to join in the
purchase by electing members no later than 30 days after the effective date of the limited
liability company's notice of their right to join in the election to purchase.
(5) All members who have filed with the [
district
] court an election or notice of their
intention to participate in the election to purchase the interest in the limited liability company
of the applicant member thereby become irrevocably obligated to participate in the purchase of
the interest from the applicant member upon the terms and conditions of this section, unless the
[
district
] court otherwise directs.
(6) After an election has been filed by the limited liability company or one or more
members, the proceedings under Subsection 
48-3a-701
(5) may not be discontinued or settled,
nor may the applicant member sell or otherwise dispose of the applicant member's interest in
the limited liability company, unless the [
district
] court determines that it would be equitable to
the limited liability company and the members, other than the applicant member, to permit any
discontinuance, settlement, sale, or other disposition.
(7) If, within 60 days after the earlier of the limited liability company filing of an
election to purchase the interest in the limited liability company of the applicant member or the
limited liability company's mailing of a notice to its members of the filing of an election by the
members to purchase the interest in the limited liability company of the applicant member, the
applicant member and electing limited liability company or members reach agreement as to the
fair market value and terms of the purchase of the applicant member's interest, the [
district
]
court shall enter an order directing the purchase of the applicant member's interest, upon the
terms and conditions agreed to by the parties.
(8) If the parties are unable to reach an agreement as provided for in Subsection (7),
upon application of any party, the [
district
] court shall stay the proceedings under Subsection
48-3a-701
(5) and determine the fair market value of the applicant member's interest in the
limited liability company as of the day before the date on which the petition under Subsection
48-3a-701
(5) was filed or as of any other date the [
district
] court determines to be appropriate
under the circumstances and based on the factors the [
district
] court determines to be
appropriate.
(9) 
(a)
 Upon determining the fair market value of the interest in the limited liability
company of the applicant member, the [
district
] court shall enter an order directing the
purchase of the interest in the limited liability company upon terms and conditions the [
district
]
court determines to be appropriate.
(b)
 The terms and conditions may include payment of the purchase price in
installments, where necessary in the interest of equity, provision for security to assure payment
of the purchase price and any additional costs, fees, and expenses awarded by the [
district
]
court, and an allocation of the interest in the limited liability company among members if the
interest in the limited liability company is to be purchased by members.
(10) 
(a)
 In allocating the applicant member's interest in the limited liability company
among holders of different classes of members, the [
district
] court shall attempt to preserve the
existing distribution of voting rights among member classes to the extent practicable.
(b)
 The [
district
] court may direct that holders of a specific class or classes may not
participate in the purchase.
(c)
 The [
district
] court may not require any electing member to purchase more of the
interest in the limited liability company owned by the applicant member than the percentage
interest that the purchasing member may have set forth in the purchasing member's election or
notice of intent to participate filed with the [
district
] court.
(11) 
(a)
 Interest may be allowed at the rate and from the date determined by the
[
district
] court to be equitable.
(b)
 However, if the [
district
] court finds that the refusal of the applicant member to
accept an offer of payment was arbitrary or otherwise not in good faith, interest may not be
allowed.
(12) If the [
district
] court finds that the applicant member had probable ground for
relief under Subsection 
48-3a-701
(5), the [
district
] court may award to the applicant member
reasonable fees and expenses of counsel and experts employed by the applicant member.
(13) 
(a)
 Upon entry of an order under Subsection (7) or (9), the [
district
] court shall
dismiss the petition to dissolve the limited liability company under Subsection 
48-3a-701
(5)
and the applicant member shall no longer have any rights or status as a member of the limited
liability company, except the right to receive the amounts awarded to the applicant member by
the [
district
] court.
(b)
 The award is enforceable in the same manner as any other judgment.
(14) 
(a)
 The purchase ordered pursuant to Subsection (9) shall be made within 10 days
after the date the order becomes final, unless before that time the limited liability company files
with the [
district
] court a notice of [
its
] 
the limited liability company's
 intention to file a
statement of dissolution.
(b)
 The statement of dissolution must then be adopted and filed within 60 days after
notice.
(15) 
(a)
 Upon filing of a statement of dissolution, the limited liability company is
dissolved and shall be wound up pursuant to Section 
48-3a-703
, and the order entered pursuant
to Subsection (9) is no longer of any force or effect.
(b)
 However, the [
district
] court may award the applicant member reasonable fees and
expenses in accordance with Subsection (12).
(c)
 The applicant member may continue to pursue any claims previously asserted on
behalf of the limited liability company.
(16) Any payment by the limited liability company pursuant to an order under
Subsection (7) or (9), other than an award of fees and expenses pursuant to Subsection (12), is
subject to the provisions of Sections 
48-3a-405
 and 
48-3a-406
.
Section 75. Section 
48-3a-703
 is amended to read:
48-3a-703.
Winding up.
(1) 
(a)
 A dissolved limited liability company shall wind up [
its
] 
the limited liability
company's
 activities and affairs [
and, except
]
.
(b) Except
 as otherwise provided in Section 
48-3a-704
, the limited liability company
only
 continues after dissolution [
only
] for the purpose of winding up.
(2) In winding up [
its
] 
the limited liability company's
 activities and affairs, a limited
liability company:
(a) shall discharge the limited liability company's debts, obligations, and other
liabilities, settle and close the limited liability company's activities and affairs, and marshal and
distribute the assets of the limited liability company; and
(b) may:
(i) deliver to the division for filing a statement of dissolution stating the name of the
limited liability company and that the limited liability company is dissolved;
(ii) preserve the limited liability company activities, affairs, and property as a going
concern for a reasonable time;
(iii) prosecute and defend actions and proceedings, whether civil, criminal, or
administrative;
(iv) transfer the limited liability company's property;
(v) settle disputes by mediation or arbitration;
(vi) deliver to the division for filing a statement of termination stating the name of the
limited liability company and that the limited liability company is terminated; and
(vii) perform other acts necessary or appropriate to the winding up.
(3) 
(a)
 If a dissolved limited liability company has no members, the legal representative
of the last person to have been a member may wind up the activities and affairs of the limited
liability company.
(b)
 If the person does so, the person has the powers of a sole manager under Subsection
48-3a-407
(3) and is deemed to be a manager for the purposes of Subsection 
48-3a-304
(1).
(4) If the legal representative under Subsection (3) declines or fails to wind up the
limited liability company's activities and affairs, a person may be appointed to do so by the
consent of transferees owning a majority of the rights to receive distributions as transferees at
the time the consent is to be effective. A person appointed under this Subsection (4):
(a) has the powers of a sole manager under Subsection 
48-3a-407
(3) and is deemed to
be a manager for the purposes of Subsection 
48-3a-304
(1); and
(b) shall promptly deliver to the division for filing an amendment to the limited
liability company's certificate of organization stating:
(i) that the limited liability company has no members;
(ii) the name and street and mailing addresses of the person; and
(iii) that the person has been appointed pursuant to this subsection to wind up the
limited liability company.
(5) A [
district
] court may order judicial supervision of the winding up of a dissolved
limited liability company, including the appointment of a person to wind up the limited liability
company's activities and affairs:
(a) [
on application of a member, if the applicant
] 
upon a petition by a member if the
member
 establishes good cause;
(b) [
on the application of a transferee,
] 
upon a petition by a transferee
 if:
(i) the company does not have any members;
(ii) the legal representative of the last person to have been a member declines or fails to
wind up the limited liability company's activities; and
(iii) within a reasonable time following the dissolution a person has not been appointed
pursuant to Subsection (4); or
(c) in connection with a proceeding under Subsection 
48-3a-701
(4) or (5).
Section 76. Section 
48-3a-704
 is amended to read:
48-3a-704.
Rescinding dissolution.
(1) A limited liability company may rescind [
its
] 
the limited liability company's
dissolution, unless a statement of termination applicable to the limited liability company is
effective, [
the district court
] 
a court
 has entered an order under Subsection 
48-3a-701
(4) or (5)
dissolving the limited liability company, or the division has dissolved the limited liability
company under Section 
48-3a-708
.
(2) Rescinding dissolution under this section requires:
(a) the consent of each member;
(b) if a statement of dissolution applicable to the limited liability company has been
filed by the division but has not become effective, the delivery to the division for filing of a
statement of withdrawal under Section 
48-3a-207
 applicable to the statement of dissolution;
and
(c) if a statement of dissolution applicable to the limited liability company is effective,
the delivery to the division for filing of a statement of correction under Section 
48-3a-208
stating that dissolution has been rescinded under this section.
(3) If a limited liability company rescinds its dissolution:
(a) the limited liability company resumes carrying on its activities and affairs as if
dissolution had never occurred;
(b) subject to Subsection (3)(c), any liability incurred by the limited liability company
after the dissolution and before the rescission is effective is determined as if dissolution had
never occurred; and
(c) the rights of a third party arising out of conduct in reliance on the dissolution before
the third party knew or had notice of the rescission may not be adversely affected.
Section 77. Section 
48-3a-707
 is amended to read:
48-3a-707.
Court proceedings.
(1) 
(a)
 A dissolved limited liability company that has published a notice under Section
48-3a-706
 may [
file an application with district court in the county where the dissolved limited
liability company's principal office is located, or, if the principal office is not located in this
state, where the office of its registered agent is located,
] 
petition a court with jurisdiction under
Title 78A, Judiciary and Judicial Administration,
 for a determination of the amount and form
of security to be provided for payment of claims that are contingent, have not been made
known to the limited liability company, or are based on an event occurring after the effective
date of dissolution but which, based on the facts known to the dissolved limited liability
company, are reasonably expected to arise after the effective date of dissolution.
(b)
 Security is not required for any claim that is or is reasonably anticipated to be
barred under Subsection 
48-3a-706
(3).
(2) [
Not
] 
No
 later than 10 days after the filing of an application under Subsection (1),
the dissolved limited liability company shall give notice of the proceeding to each claimant
holding a contingent claim known to the limited liability company.
(3) 
(a)
 In any proceeding under this section, the court may appoint a guardian ad litem
to represent all claimants whose identities are unknown.
(b)
 The reasonable fees and expenses of the guardian, including all reasonable expert
witness fees, must be paid by the dissolved limited liability company.
(4) A dissolved limited liability company that provides security in the amount and form
ordered by the court under Subsection (1) satisfies the limited liability company's obligations
with respect to claims that are contingent, have not been made known to the limited liability
company, or are based on an event occurring after the effective date of dissolution, and such
claims may not be enforced against a member or transferee that received assets in liquidation.
Section 78. Section 
48-3a-1003
 is amended to read:
48-3a-1003.
Required notice or approval.
(1) A domestic or foreign entity that is required to give notice to, or obtain the approval
of, a governmental agency or officer of this state to be a party to a merger must give the notice
or obtain the approval to be a party to an interest exchange, conversion, or domestication.
(2) Property held for a charitable purpose under the law of this state by a domestic or
foreign entity immediately before a transaction under this part becomes effective may not, as a
result of the transaction, be diverted from the objects for which it was donated, granted,
devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this
state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity
obtains [
an appropriate order of the district court
] 
a court order
 specifying the disposition of the
property.
(3) A bequest, devise, gift, grant, or promise contained in a will or other instrument of
donation, subscription, or conveyance that is made to a merging entity that is not the surviving
entity and that takes effect or remains payable after the merger inures to the surviving entity. A
trust obligation that would govern property if transferred to the nonsurviving entity applies to
property that is transferred to the surviving entity under this section.
Section 79. Section 
48-3a-1111
 is amended to read:
48-3a-1111.
Purchase of interest upon death, incapacity, or disqualification of
member.
(1) Subject to this part, one or more of the following may provide for the purchase of a
member's interest in a professional services company upon the death, incapacity, or
disqualification of the member:
(a) the certificate of organization;
(b) the operating agreement; or
(c) a private agreement.
(2) In the absence of a provision described in Subsection (1), a professional services
company shall purchase the interest of a member who is deceased, incapacitated, or no longer
qualified to own an interest in the professional services company within 90 days after the day
on which the professional services company is notified of the death, incapacity, or
disqualification.
(3) If a professional services company purchases a member's interest under Subsection
(2), the professional services company shall purchase the interest at a price that is the
reasonable fair market value as of the date of death, incapacity, or disqualification.
(4) If a professional services company fails to purchase a member's interest as required
by Subsection (2) at the end of the 90-day period described in Subsection (2), [
one of the
following may bring an action in the district court of the county in which the principal office or
place of practice of the professional services company is located
] 
the following persons may
bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration,
 to enforce Subsection (2):
(a) the personal representative of a deceased member;
(b) the guardian or conservator of an incapacitated member; or
(c) the disqualified member.
(5) A court in which an action is brought under Subsection (4) may:
(a) award the person bringing the action the reasonable fair market value of the
interest; or
(b) within [
its
] 
the court's
 jurisdiction, order the liquidation of the professional services
company.
(6) If a person described in Subsections (4)(a) through (c) is successful in an action
under Subsection (4), the court shall award the person reasonable attorney's fees and costs.
Section 80. Section 
57-8-44
 is amended to read:
57-8-44.
Lien in favor of association of unit owners for assessments and costs of
collection.
(1) (a) Except as provided in Section 
57-8-13.1
, an association of unit owners has a
lien on a unit for:
(i) an assessment;
(ii) except as provided in the declaration, fees, charges, and costs associated with
collecting an unpaid assessment, including:
(A) court costs and reasonable attorney fees;
(B) late charges;
(C) interest; and
(D) any other amount that the association of unit owners is entitled to recover under the
declaration, this chapter, or an administrative or judicial decision; and
(iii) a fine that the association of unit owners imposes against a unit owner in
accordance with Section 
57-8-37
, if:
(A) the time for appeal described in Subsection 
57-8-37
(5) has expired and the unit
owner did not file an appeal; or
(B) the unit owner timely filed an appeal under Subsection 
57-8-37
(5) and [
the district
]
a
 court issued a final order upholding a fine imposed under Subsection 
57-8-37
(1).
(b) The recording of a declaration constitutes record notice and perfection of a lien
described in Subsection (1)(a).
(2) If an assessment is payable in installments, a lien described in Subsection (1)(a)(i)
is for the full amount of the assessment from the time the first installment is due, unless the
association of unit owners otherwise provides in a notice of assessment.
(3) An unpaid assessment or fine accrues interest at the rate provided:
(a) in Subsection 
15-1-1
(2); or
(b) in the governing documents, if the governing documents provide for a different
interest rate.
(4) A lien under this section has priority over each other lien and encumbrance on a
unit except:
(a) a lien or encumbrance recorded before the declaration is recorded;
(b) a first or second security interest on the unit secured by a mortgage or deed of trust
that is recorded before a recorded notice of lien by or on behalf of the association of unit
owners; or
(c) a lien for real estate taxes or other governmental assessments or charges against the
unit.
(5) A lien under this section is not subject to Title 78B, Chapter 5, Part 5, Utah
Exemptions Act.
(6) Unless the declaration provides otherwise, if two or more associations of unit
owners have liens for assessments on the same unit, the liens have equal priority, regardless of
when the liens are created.
Section 81. Section 
57-8a-301
 is amended to read:
57-8a-301.
Lien in favor of association for assessments and costs of collection.
(1) (a) Except as provided in Section 
57-8a-105
, an association has a lien on a lot for:
(i) an assessment;
(ii) except as provided in the declaration, fees, charges, and costs associated with
collecting an unpaid assessment, including:
(A) court costs and reasonable attorney fees;
(B) late charges;
(C) interest; and
(D) any other amount that the association is entitled to recover under the declaration,
this chapter, or an administrative or judicial decision; and
(iii) a fine that the association imposes against a lot owner in accordance with Section
57-8a-208
, if:
(A) the time for appeal described in Subsection 
57-8a-208
(5) has expired and the lot
owner did not file an appeal; or
(B) the lot owner timely filed an appeal under Subsection 
57-8a-208
(5) and [
the
district
] 
a
 court issued a final order upholding a fine imposed under Subsection 
57-8a-208
(1).
(b) The recording of a declaration constitutes record notice and perfection of a lien
described in Subsection (1)(a).
(2) If an assessment is payable in installments, a lien described in Subsection (1)(a)(i)
is for the full amount of the assessment from the time the first installment is due, unless the
association otherwise provides in a notice of assessment.
(3) An unpaid assessment or fine accrues interest at the rate provided:
(a) in Subsection 
15-1-1
(2); or
(b) in the declaration, if the declaration provides for a different interest rate.
(4) A lien under this section has priority over each other lien and encumbrance on a lot
except:
(a) a lien or encumbrance recorded before the declaration is recorded;
(b) a first or second security interest on the lot secured by a mortgage or trust deed that
is recorded before a recorded notice of lien by or on behalf of the association; or
(c) a lien for real estate taxes or other governmental assessments or charges against the
lot.
(5) A lien under this section is not subject to Title 78B, Chapter 5, Part 5, Utah
Exemptions Act.
(6) Unless the declaration provides otherwise, if two or more associations have liens
for assessments on the same lot, the liens have equal priority, regardless of when the liens are
created.
Section 82. Section 
57-17-5
 is amended to read:
57-17-5.
Failure to return deposit or prepaid rent or to give required notice --
Recovery of deposit, penalty, costs, and attorney fees.
(1) If an owner or the owner's agent fails to comply with the requirements described in
Subsection 
57-17-3
(5), the renter may:
(a) recover from the owner:
(i) if the owner or the owner's agent failed to timely return the balance of the renter's
deposit, the full deposit;
(ii) if the owner or the owner's agent failed to timely return the balance of the renter's
prepaid rent, the full amount of the prepaid rent; and
(iii) a civil penalty of $100; and
(b) file an action [
in district court
] to enforce compliance with the provisions of this
section.
(2) In an action under Subsection (1)(b), the court shall award costs and attorney fees
to the prevailing party if the court determines that the opposing party acted in bad faith.
(3) A renter is not entitled to relief under this section if the renter fails to serve a notice
in accordance with Subsection 
57-17-3
(3).
(4) This section does not preclude an owner or a renter from recovering other damages
to which the owner or the renter is entitled.
Section 83. Section 
57-19-20
 is amended to read:
57-19-20.
Injunctive relief -- Cease and desist order.
(1) Whenever it appears to the director that any person has engaged or is about to
engage in any act or practice constituting a violation of any provision of this chapter, and that it
would be in the public interest to stop those acts or practices, the director may either:
(a) seek injunctive relief as provided in Rule 65A, Utah Rules of Civil Procedure; or
(b) issue an administrative cease and desist order.
(2) If an administrative cease and desist order is issued pursuant to Subsection (1), the
person upon whom the order is served may, within 10 days after receiving the order, request
that a hearing be held before an administrative law judge. If a request for a hearing is made,
the division shall follow the procedures and requirements of Title 63G, Chapter 4,
Administrative Procedures Act. Pending the hearing, the order remains in effect.
(3) 
(a)
 If, at the hearing, a finding is made that there has been a violation of this
chapter, the director, with the concurrence of the executive director, may issue an order making
the cease and desist order permanent.
(b)
 If no hearing is requested, and if the person fails to cease the act or practice, or after
discontinuing the act or practice again commences [
it
] 
the act or practice
, the director shall [
file
suit in the district court of the county in which the act or practice occurred, or where the person
resides or carries on business,
] 
bring an action in a court with jurisdiction under Title 78A,
Judiciary and Judicial Administration,
 to enjoin and restrain the person from violating this
chapter.
(4) 
(a)
 Whether or not the director has issued a cease and desist order, the attorney
general, in the name of the state or of the director, may bring an action [
in any court of
competent jurisdiction
] 
in a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration,
 to enjoin any act or practice constituting a violation of any provision of this
chapter, and to enforce compliance with this chapter or any rule or order under this chapter.
(b)
 Upon a proper showing, a permanent or temporary injunction, restraining order, or
writ of mandamus shall be granted.
Section 84. Section 
57-21-11
 is amended to read:
57-21-11.
Relief granted -- Civil penalties -- Enforcement of final order.
(1) Under Sections 
57-21-9
 and 
57-21-10
, if the director, presiding officer,
commissioner, Appeals Board, or court finds reasonable cause to believe that a discriminatory
housing practice has occurred or is about to occur, the director, presiding officer,
commissioner, Appeals Board, or court may order, as considered appropriate:
(a) the respondent to cease any discriminatory housing practice;
(b) actual damages, reasonable attorneys' fees and costs to the aggrieved person; and
(c) any permanent or temporary injunction, temporary restraining order, or other
appropriate order.
(2) In addition to the relief granted to an aggrieved person under Subsection (1), in
order to vindicate the public interest, the director, presiding officer, or court may also assess
civil penalties against the respondent in an amount not exceeding:
(a) $10,000 if the respondent has not been adjudged to have committed any prior
discriminatory housing practice;
(b) $25,000 if the respondent has been adjudged to have committed one other
discriminatory housing practice during the five-year period ending on the date of the filing of
the complaint; or
(c) $50,000 if the respondent has been adjudged to have committed two or more
discriminatory housing practices during the seven-year period ending on the date of the filing
of this complaint.
(3) The time periods in Subsections (2)(b) and (c) may be disregarded if the acts
constituting the discriminatory housing practice are committed by the same natural person who
has previously been adjudged to have committed a discriminatory housing practice.
(4) The division may [
file a petition in a district court of competent jurisdiction
]
petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration,
 for:
(a) the enforcement of a final department order; and
(b) for any appropriate temporary relief or restraining order necessary for the
enforcement of a final commission order.
Section 85. Section 
57-22-6
 is amended to read:
57-22-6.
Renter remedies for deficient condition of residential rental unit.
(1) As used in this section:
(a) "Corrective period" means:
(i) for a standard of habitability, three calendar days; and
(ii) for a requirement imposed by a rental agreement, 10 calendar days.
(b) "Deficient condition" means a condition of a residential rental unit that:
(i) violates a standard of habitability or a requirement of the rental agreement; and
(ii) is not caused by:
(A) the renter, the renter's family, or the renter's guest or invitee; and
(B) a use that would violate:
(I) the rental agreement; or
(II) a law applicable to the renter's use of the residential rental unit.
(c) "Notice of deficient condition" means the notice described in Subsection (2).
(d) "Rent abatement remedy" means the remedy described in Subsection (4)(a)(i).
(e) "Renter remedy" means:
(i) a rent abatement remedy; or
(ii) a repair and deduct remedy.
(f) "Repair and deduct remedy" means the remedy described in Subsection (4)(a)(ii).
(g) "Standard of habitability" means a standard:
(i) relating to the condition of a residential rental unit; and
(ii) that an owner is required to ensure that the residential rental unit meets as required
under Subsection 
57-22-3
(1) or Subsection 
57-22-4
(1)(a) or (b)(i), (ii), or (iii).
(2) (a) If a renter believes that the renter's residential rental unit has a deficient
condition, the renter may give the owner written notice as provided in Subsection (2)(b).
(b) A notice under Subsection (2)(a) shall:
(i) describe each deficient condition;
(ii) state that the owner has the corrective period, stated in terms of the applicable
number of days, to correct each deficient condition;
(iii) state the renter remedy that the renter has chosen if the owner does not, within the
corrective period, take substantial action toward correcting each deficient condition;
(iv) provide the owner permission to enter the residential rental unit to make corrective
action; and
(v) be served on the owner as provided in:
(A) Section 
78B-6-805
; or
(B) the rental agreement.
(3) (a) As used in this Subsection (3), "dangerous condition" means a deficient
condition that poses a substantial risk of:
(i) imminent loss of life; or
(ii) significant physical harm.
(b) If a renter believes that the renter's residential rental unit has a dangerous condition,
the renter may notify the owner of the dangerous condition by any means that is reasonable
under the circumstances.
(c) An owner shall:
(i) within 24 hours after receiving notice under Subsection (3)(b) of a dangerous
condition, commence remedial action to correct the dangerous condition; and
(ii) diligently pursue remedial action to completion.
(d) Notice under Subsection (3)(b) of a dangerous condition does not constitute a
notice of deficient condition, unless the notice also meets the requirements of Subsection (2).
(4) (a) Subject to Subsection (4)(b), if an owner fails to take substantial action, before
the end of the corrective period, toward correcting a deficient condition described in a notice of
deficient condition:
(i) if the renter chose the rent abatement remedy in the notice of deficient condition:
(A) the renter's rent is abated as of the date of the notice of deficient condition to the
owner;
(B) the rental agreement is terminated;
(C) the owner shall immediately pay to the renter:
(I) the entire security deposit that the renter paid under the rental agreement; and
(II) a prorated refund for any prepaid rent, including any rent the renter paid for the
period after the date on which the renter gave the owner the notice of deficient condition; and
(D) the renter shall vacate the residential rental unit within 10 calendar days after the
expiration of the corrective period; or
(ii) if the renter chose the repair and deduct remedy in the notice of deficient condition,
and subject to Subsection (4)(c), the renter:
(A) may:
(I) correct the deficient condition described in the notice of deficient condition; and
(II) deduct from future rent the amount the renter paid to correct the deficient
condition, not to exceed an amount equal to two months' rent; and
(B) shall:
(I) maintain all receipts documenting the amount the renter paid to correct the deficient
condition; and
(II) provide a copy of those receipts to the owner within five calendar days after the
beginning of the next rental period.
(b) A renter is not entitled to a renter remedy if the renter is not in compliance with all
requirements under Section 
57-22-5
.
(c) (i) If a residential rental unit is not fit for occupancy, an owner may:
(A) determine not to correct a deficient condition described in a notice of deficient
condition; and
(B) terminate the rental agreement.
(ii) If an owner determines not to correct a deficient condition and terminates the rental
agreement under Subsection (4)(c)(i):
(A) the owner shall:
(I) notify the renter in writing no later than the end of the corrective period; and
(II) within 10 calendar days after the owner terminates the rental agreement, pay to the
renter:
(Aa) any prepaid rent, prorated as provided in Subsection (4)(c)(ii)(B); and
(Bb) any deposit due the renter;
(B) the rent shall be prorated to the date the owner terminates the rental agreement
under Subsection (4)(c)(i); and
(C) the renter may not be required to vacate the residential rental unit sooner than 10
calendar days after the owner notifies the renter under Subsection (4)(c)(ii)(A)(I).
(5) (a) After the corrective period expires, a renter may bring [
an action in district
court
] 
an action in a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration,
 to enforce the renter remedy that the renter chose in the notice of deficient
condition.
(b) In an action under Subsection (5)(a), the court shall endorse on the summons that
the owner is required to appear and defend the action within three business days.
(c) If, in an action under Subsection (5)(a), the court finds that the owner unjustifiably
refused to correct a deficient condition or failed to use due diligence to correct a deficient
condition, the renter is entitled to any damages, in addition to the applicable renter remedy.
(d) An owner who disputes that a condition of the residential rental unit violates a
requirement of the rental agreement may file a counterclaim in an action brought against the
owner under Subsection (5)(a).
(6) An owner may not be held liable under this chapter for a claim for mental suffering
or anguish.
(7) In an action under this chapter, the court may award costs and reasonable attorney
fees to the prevailing party.
Section 86. Section 
57-23-7
 is amended to read:
57-23-7.
Investigatory powers and proceedings of division.
(1) The division may:
(a) make necessary public or private investigations within or outside of this state to
determine whether any person has violated or is about to violate this chapter or any rule or
order made by the division under this chapter; 
and
(b) require or permit any person to file a statement in writing, under oath or otherwise
as the division determines, as to all the facts and circumstances concerning the matter to be
investigated.
(2) For the purpose of any investigation or proceeding under this chapter:
(a) the division may administer oaths or affirmations; and
(b) upon its own motion or upon the request of any party, the division may:
(i) subpoena witnesses;
(ii) compel their attendance;
(iii) take evidence; and
(iv) require the production of any matter which is relevant to the investigation,
including:
(A) the existence, description, nature, custody, condition and location of any books,
documents, or other tangible records;
(B) the identity and location of persons having knowledge of relevant facts; or
(C) any other matter reasonably calculated to lead to the discovery of material
evidence.
(3) Upon failure of any person to obey a subpoena or to answer questions propounded
by the investigating officer and upon reasonable notice to all persons affected by the subpoena
or information sought to be discovered under the subpoena, the division may [
apply to the
district court
] 
petition a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration,
 for an order compelling compliance.
Section 87. Section 
57-23-8
 is amended to read:
57-23-8.
Enforcement powers of division -- Cease and desist orders.
(1) (a) If the director has reason to believe that any person has been or is engaging in
conduct violating this chapter, or has violated any lawful order or rule of the division, the
director shall issue and serve upon the person a cease and desist order. The director may also
order the person to take whatever affirmative actions the director determines to be necessary to
carry out the purposes of this chapter.
(b) The person served with an order under Subsection (1)(a) may request an
adjudicative proceeding within 10 days after receiving the order. The cease and desist order
remains in effect pending the hearing.
(c) The division shall follow the procedures and requirements of Title 63G, Chapter 4,
Administrative Procedures Act, if the person served requests a hearing.
(2) (a) After the hearing the director may issue a final order making the cease and
desist order permanent if the director finds there has been a violation of this chapter.
(b) If no hearing is requested and the person served does not obey the director's order,
the director may [
file suit
] 
bring an action in a court with jurisdiction under Title 78A,
Judiciary and Judicial Administration,
 in the name of the Department of Commerce and the
Division of Real Estate to enjoin the person from violating this chapter. [
The action shall be
filed in the district court in the county in which the conduct occurred, where the person served
with the cease and desist order either resides or carries on business.
]
(3) The remedies and action provided in this section are not exclusive but are in
addition to any other remedies or actions available under Section 
57-23-10
.
Section 88. Section 
57-29-303
 is amended to read:
57-29-303.
Investigatory powers and proceedings of division.
(1) The division may:
(a) conduct a public or private investigation to determine whether a person has violated
or is about to violate a provision of this chapter; and
(b) require or allow a person to file a written statement with the division that relates to
the facts and circumstances concerning a matter to be investigated.
(2) For the purpose of an investigation or proceeding under this chapter, the division
may:
(a) administer oaths or affirmations; and
(b) upon the division's own initiative or upon the request of any party:
(i) subpoena a witness;
(ii) compel a witness's attendance;
(iii) take evidence; or
(iv) require the production, within 10 business days, of any information or item that is
relevant to the investigation, including:
(A) the existence, description, nature, custody, condition, and location of any books,
electronic records, documents, or other tangible records;
(B) the identity and location of any person who has knowledge of relevant facts; or
(C) any other information or item that is reasonably calculated to lead to the discovery
of material evidence.
(3) If a person fails to obey a subpoena or other request made in accordance with this
section, the division may [
file an action in district court
] 
petition a court with jurisdiction under
Title 78A, Judiciary and Judicial Administration,
 for an order compelling compliance.
Section 89. Section 
57-29-304
 is amended to read:
57-29-304.
Enforcement.
(1) (a) If the director believes that a person has been or is engaging in conduct that
violates this chapter, the director:
(i) shall issue and serve upon the person a cease and desist order; and
(ii) may order the person to take any action necessary to carry out the purposes of this
chapter.
(b) (i) A person served with an order under Subsection (1)(a) may request a hearing
within 10 days after the day on which the person is served.
(ii) (A) If a person requests a hearing in accordance with Subsection (1)(b)(i), the
director shall schedule a hearing to take place no more than 30 days after the day on which the
director receives the request.
(B) The cease and desist order remains in effect pending the hearing.
(iii) If the director fails to schedule a hearing in accordance with Subsection
(1)(b)(ii)(A), the cease and desist order is vacated.
(c) The division shall conduct a hearing described in Subsection (1)(b) in accordance
with Title 63G, Chapter 4, Administrative Procedures Act.
(2) After a hearing described in Subsection (1)(b):
(a) if the director finds that the person violated this chapter, the director may issue a
final order making the cease and desist order permanent; or
(b) if the director finds that the person did not violate this chapter, the director shall
vacate the cease and desist order.
(3) If a person served with an order under Subsection (1)(a) does not request a hearing
and the person fails to comply with the director's order, the director may [
file suit in district
court
] 
bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial
Administration,
 in the name of the Department of Commerce and the Division of Real Estate to
enjoin the person from violating this chapter.
(4) The remedies and action provided in this section are not exclusive but are in
addition to any other remedies or actions available under Section 
57-29-305
.
Section 90. Section 
61-1-20
 is amended to read:
61-1-20.
Enforcement.
(1) Whenever it appears to the director that a person has engaged, is engaging, or is
about to engage in an act or practice constituting a violation of this chapter or a rule or order
under this chapter, in addition to specific powers granted in this chapter:
(a) the director may issue an order directing the person to appear before the
commission and show cause why an order should not be issued directing the person to cease
and desist from engaging in the act or practice, or doing an act in furtherance of the activity;
(b) the order to show cause shall state the reasons for the order and the date of the
hearing;
(c) the director shall promptly serve a copy of the order to show cause upon a person
named in the order;
(d) the commission shall hold a hearing on the order to show cause no sooner than 10
business days after the order is issued;
(e) after a hearing, the commission may:
(i) issue an order to cease and desist from engaging in an act or practice constituting a
violation of this chapter or a rule or order under this chapter;
(ii) impose a fine in an amount determined after considering the factors set forth in
Section 
61-1-31
;
(iii) order disgorgement;
(iv) order restitution;
(v) order rescission;
(vi) bar or suspend that person from associating with a licensed broker-dealer or
investment adviser in this state; and
(vii) impose a combination of sanctions in this Subsection (1)(e).
(2) (a) The director may bring an action in the appropriate [
district
] court of this state
or the appropriate court of another state to enjoin an act or practice and to enforce compliance
with this chapter or a rule or order under this chapter.
(b) Upon a proper showing in an action brought under this section, the court may:
(i) issue a permanent or temporary, prohibitory or mandatory injunction;
(ii) issue a restraining order or writ of mandamus;
(iii) enter a declaratory judgment;
(iv) appoint a receiver or conservator for the defendant or the defendant's assets;
(v) order disgorgement;
(vi) order rescission;
(vii) order restitution;
(viii) impose a fine in an amount determined after considering the factors set forth in
Section 
61-1-31
; and
(ix) enter any other relief the court considers just.
(c) The court may not require the division to post a bond in an action brought under
this Subsection (2).
(3) An order issued under Subsection (1) shall be accompanied by written findings of
fact and conclusions of law.
(4) When determining the severity of a sanction to be imposed under this section, the
commission or court shall consider whether:
(a) the person against whom the sanction is to be imposed exercised undue influence;
or
(b) the person against whom the sanction is imposed under this section knows or
should know that an investor in the investment that is the grounds for the sanction is a
vulnerable adult.
Section 91. Section 
61-1-105
 is amended to read:
61-1-105.
Remedies for employee bringing action.
(1) As used in this section, "actual damages" means damages for injury or loss caused
by a violation of Section 
61-1-104
.
(2) (a) An employee who alleges a violation of Section 
61-1-104
 may bring [
a civil
] 
an
action for injunctive relief, actual damages, or both
, in a court with jurisdiction under Title
78A, Judiciary and Judicial Administration
.
(b) An employee may not bring [
a civil
] 
an
 action under this section more than:
(i) four years after the day on which the violation of Section 
61-1-104
 occurs; or
(ii) two years after the date when facts material to the right of action are known or
reasonably should be known by the employee alleging a violation of Section 
61-1-104
.
[
(3) An employee may bring an action under this section in the district court for the
county where:
]
[
(a) the alleged violation occurs;
]
[
(b) the employee resides; or
]
[
(c) the person against whom the civil complaint is filed resides or has a principal place
of business.
]
[
(4)
] 
(3)
 To prevail in an action brought under this section, an employee shall establish,
by a preponderance of the evidence, that the employee has suffered an adverse action because
the employee, or a person acting on the employee's behalf, engaged or intended to engage in an
activity protected under Section 
61-1-104
.
[
(5)
] 
(4)
 A court may award as relief for an employee prevailing in an action brought
under this section:
(a) reinstatement with the same fringe benefits and seniority status that the individual
would have had, but for the adverse action;
(b) two times the amount of back pay otherwise owed to the individual, with interest;
(c) compensation for litigation costs, expert witness fees, and reasonable attorney fees;
(d) actual damages; or
(e) any combination of the remedies listed in this Subsection [
(5)
] 
(4)
.
[
(6)
] 
(5)
 (a) An employer may file a counter claim against an employee who files a
civil action under this section seeking attorney fees and costs incurred by the employer related
to the action filed by the employee and the counter claim.
(b) The court may award an employer who files a counter claim under this Subsection
[
(6)
] 
(5)
 attorney fees and costs if the court finds that:
(i) there is no reasonable basis for the civil action filed by the employee; or
(ii) the employee is not protected under Section 
61-1-104
 because:
(A) the employee engaged in an act described in Subsections 
61-1-104
(2)(a) through
(c); or
(B) Subsection 
61-1-104
(2)(d) applies.
Section 92. Section 
61-2-203
 is amended to read:
61-2-203.
Adjudicative proceedings -- Citation authority.
(1) The division shall comply with Title 63G, Chapter 4, Administrative Procedures
Act, in an adjudicative proceeding under a chapter the division administers.
(2) The division may initiate an adjudicative proceeding through:
(a) a notice of agency action; or
(b) a notice of formal or informal proceeding.
(3) The provisions of Title 63G, Chapter 4, Administrative Procedures Act, do not
apply to the issuance of a citation under Subsection (4), unless a licensee or another person
authorized by law to contest the validity or correctness of a citation commences an adjudicative
proceeding contesting the citation.
(4) In addition to any other statutory penalty for a violation related to an occupation or
profession regulated under this title, the division may issue a citation to a person who, upon
inspection or investigation, the division concludes to have violated:
(a) Subsection 
61-2c-201
(1), which requires licensure;
(b) Subsection 
61-2c-201
(4), which requires licensure;
(c) Subsection 
61-2c-205
(3), which requires notification of a change in specified
information regarding a licensee;
(d) Subsection 
61-2c-205
(4), which requires notification of a specified legal action;
(e) Subsection 
61-2c-301
(1)(g), which prohibits failing to respond to the division
within the required time period;
(f) Subsection 
61-2c-301
(1)(h), which prohibits making a false representation to the
division;
(g) Subsection 
61-2c-301
(1)(i), which prohibits taking a dual role in a transaction;
(h) Subsection 
61-2c-301
(1)(l), which prohibits engaging in false or misleading
advertising;
(i) Subsection 
61-2c-301
(1)(t), which prohibits advertising the ability to do licensed
work if unlicensed;
(j) Subsection 
61-2c-302
(5), which requires a mortgage entity to create and file a
quarterly report of condition;
(k) Subsection 
61-2e-201
(1), which requires registration;
(l) Subsection 
61-2e-203
(4), which requires a notification of a change in ownership;
(m) Subsection 
61-2e-307
(1)(c), which prohibits use of an unregistered fictitious name;
(n) Subsection 
61-2e-401
(1)(c), which prohibits failure to respond to a division
request;
(o) Subsection 
61-2f-201
(1), which requires licensure;
(p) Subsection 
61-2f-206
(1), which requires registration;
(q) Subsection 
61-2f-301
(1), which requires notification of a specified legal action;
(r) Subsection 
61-2f-401
(1)(a), which prohibits making a substantial misrepresentation;
(s) Subsection 
61-2f-401
(3), which prohibits undertaking real estate while not affiliated
with a principal broker;
(t) Subsection 
61-2f-401
(9), which prohibits failing to keep specified records and
prohibits failing to make the specified records available for division inspection;
(u) Subsection 
61-2f-401
(12), which prohibits false, misleading, or deceptive
advertising;
(v) Subsection 
61-2f-401
(18), which prohibits failing to respond to a division request;
(w) Subsection 
61-2g-301
(1), which requires licensure;
(x) Subsection 
61-2g-405
(3), which requires making records required to be maintained
available to the division;
(y) Subsection 
61-2g-501
(2)(c), which requires a person to respond to a division
request in an investigation within 10 days after the day on which the request is served;
(z) Subsection 
61-2g-502
(2)(f), which prohibits using a nonregistered fictitious name;
(aa) a rule made pursuant to any Subsection listed in this Subsection (4);
(bb) an order of the division; or
(cc) an order of the commission or board that oversees the person's profession.
(5) (a) In accordance with Subsection (10), the division may assess a fine against a
person for a violation of a provision listed in Subsection (4), as evidenced by:
(i) an uncontested citation;
(ii) a stipulated settlement; or
(iii) a finding of a violation in an adjudicative proceeding.
(b) The division may, in addition to or in lieu of a fine under Subsection (5)(a), order
the person to cease and desist from an activity that violates a provision listed in Subsection (4).
(6) Except as provided in Subsection (8)(d), the division may not use a citation to
effect a license:
(a) denial;
(b) probation;
(c) suspension; or
(d) revocation.
(7) (a) A citation issued by the division shall:
(i) be in writing;
(ii) describe with particularity the nature of the violation, including a reference to the
provision of the statute, rule, or order alleged to have been violated;
(iii) clearly state that the recipient must notify the division in writing within 20
calendar days after the day on which the citation is served if the recipient wishes to contest the
citation at a hearing conducted under Title 63G, Chapter 4, Administrative Procedures Act; and
(iv) clearly explain the consequences of failure to timely contest the citation or to make
payment of a fine assessed by the citation within the time period specified in the citation.
(b) The division may issue a notice in lieu of a citation.
(8) (a) A citation becomes final:
(i) if within 20 calendar days after the day on which the citation is served, the person to
whom the citation was issued fails to request a hearing to contest the citation; or
(ii) if the director or the director's designee conducts a hearing pursuant to a timely
request for a hearing and issues an order finding that a violation has occurred.
(b) The division may extend, for cause, the 20-day period to contest a citation.
(c) A citation that becomes the final order of the division due to a person's failure to
timely request a hearing is not subject to further agency review.
(d) (i) The division may refuse to issue, refuse to renew, suspend, revoke, or place on
probation the license of a licensee who fails to comply with a citation after the citation
becomes final.
(ii) The failure of a license applicant to comply with a citation after the citation
becomes final is a ground for denial of the license application.
(9) (a) The division may not issue a citation under this section after the expiration of
one year after the day on which the violation occurs.
(b) The division may issue a notice to address a violation that is outside of the one-year
citation period.
(10) The director or the director's designee shall assess a fine with a citation in an
amount that is no more than:
(a) for a first offense, $1,000;
(b) for a second offense, $2,000; and
(c) for each offense subsequent to a second offense, $2,000 for each day of continued
offense.
(11) (a) An action for a first or second offense for which the division has not issued a
final order does not preclude the division from initiating a subsequent action for a second or
subsequent offense while the preceding action is pending.
(b) The final order on a subsequent action is considered a second or subsequent
offense, respectively, provided the preceding action resulted in a first or second offense,
respectively.
(12) (a) If a person does not pay a penalty, the director may collect the unpaid penalty
by:
(i) referring the matter to a collection agency; or
(ii) bringing [
an action in the district court of the county: (A) where the person resides;
or (B) where the office of the director is located
] 
an action in a court with jurisdiction under
Title 78A, Judiciary and Judicial Administration
.
(b) A county attorney or the attorney general of the state shall provide legal services to
the director in an action to collect the penalty.
(c) A court may award reasonable attorney fees and costs to the division in an action
the division brings to enforce the provisions of this section.
Section 93. Section 
61-2c-403
 is amended to read:
61-2c-403.
Cease and desist orders.
(1) (a) The director may issue and serve by certified mail, or by personal service, on a
person an order to cease and desist from an act if:
(i) the director has reason to believe that the person has been engaged, is engaging in,
or is about to engage in the act constituting a violation of this chapter; and
(ii) it appears to the director that it would be in the public interest to stop the act.
(b) Within 10 days after service of the order, the party named in the order may request
a hearing to be held in accordance with Title 63G, Chapter 4, Administrative Procedures Act.
(c) Pending a hearing requested under Subsection (1)(b), a cease and desist order shall
remain in effect.
(2) (a) After the hearing described in Subsection (1), if the director finds that an act of
the person violates this chapter, the director:
(i) shall issue an order making the cease and desist order permanent; and
(ii) may impose another disciplinary action under Section 
61-2c-402
.
(b) [
(i)
] The director may [
file suit
] 
bring an action in a court with jurisdiction under
Title 78A, Judiciary and Judicial Administration,
 in the name of the division to enjoin and
restrain a person on whom an order is served under this section from violating this chapter if:
[
(A)
] 
(i)
 [
(I)
] 
(A)
 the person does not request a hearing under Subsection (1); or
[
(II)
] 
(B)
 a permanent cease and desist order is issued against the person following a
hearing or stipulation; and
[
(B)
] 
(ii)
 [
(I)
] 
(A)
 the person fails to cease the act; or
[
(II)
] 
(B)
 after discontinuing the act, the person again commences the act.
[
(ii) The suit described in Subsection (2)(b)(i) shall be filed in the district court in the
county:
]
[
(A) in which the act occurs;
]
[
(B) where the individual resides; or
]
[
(C) where the individual or entity carries on business.
]
(3) The cease and desist order issued under this section may not interfere with or
prevent the prosecution of a remedy or action enforcement under this chapter.
(4) An individual who violates a cease and desist order issued under this section is
guilty of a class A misdemeanor.
Section 94. Section 
61-2f-403
 is amended to read:
61-2f-403.
Mishandling of trust money.
(1) The division may audit principal brokers' trust accounts or other accounts in which
a licensee maintains trust money under this chapter. If the division's audit shows, in the
opinion of the division, gross mismanagement, commingling, or misuse of money, the division,
with the concurrence of the commission, may order at the division's expense a complete audit
of the account by a certified public accountant, or take other action in accordance with Section
61-2f-404
.
(2) If the commission finds under Subsection (1) that gross mismanagement,
comingling, or misuse of money occurred, the commission, with concurrence of the division,
may then order the licensee to reimburse the division for the cost of the audit described in
Subsection (1).
(3) The licensee may obtain agency review by the executive director or judicial review
of any division order.
(4) (a) If it appears that a person has grossly mismanaged, commingled, or otherwise
misused trust money, the division, with or without prior administrative proceedings, may bring
an action[
: (i) in the district court of the district where: (A) the person resides; (B) the person
maintains a place of business; or (C) the act or practice occurred or is about to occur; and (ii)
]
in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration,
 to enjoin
the act or practice and to enforce compliance with this chapter or any rule or order under this
chapter.
(b) Upon a proper showing, a court shall grant injunctive relief or a temporary
restraining order, and may appoint a receiver or conservator. The division is not required to
post a bond in any court proceeding.
Section 95. Section 
61-2f-407
 is amended to read:
61-2f-407.
Remedies and action for violations.
(1) (a) The director shall issue and serve upon a person an order directing that person to
cease and desist from an act if:
(i) the director has reason to believe that the person has been engaging, is about to
engage, or is engaging in the act constituting a violation of this chapter; and
(ii) it appears to the director that it would be in the public interest to stop the act.
(b) Within 10 days after the day on which the order is served, the person upon whom
the order is served may request a hearing.
(c) Pending a hearing requested under Subsection (1)(b), a cease and desist order shall
remain in effect.
(d) If a request for a hearing is made, the division shall follow the procedures and
requirements of Title 63G, Chapter 4, Administrative Procedures Act.
(2) (a) After a hearing requested under Subsection (1), if the commission and the
director agree that an act of the person violates this chapter, the director:
(i) shall issue an order making the order issued under Subsection (1) permanent; and
(ii) may impose another disciplinary action under Section 
61-2f-404
.
(b) The director shall [
file suit
] 
bring an action in a court with jurisdiction under Title
78A, Judiciary and Judicial Administration,
 in the name of the Department of Commerce and
the Division of Real Estate[
, in the district court in the county in which an act described in
Subsection (1) occurs or where the person resides or carries on business,
] to enjoin and restrain
the person from violating this chapter if:
(i) (A) a hearing is not requested under Subsection (1); and
(B) the person fails to cease the act described in Subsection (1); or
(ii) after discontinuing the act described in Subsection (1), the person again
commences the act.
[
(c) A district court of this state has jurisdiction of an action brought under this
section.
]
[
(d)
] 
(c)
 Upon a proper showing in an action brought under this section or upon a
conviction under Section 
76-6-1203
, the court may:
(i) issue a permanent or temporary, prohibitory or mandatory injunction;
(ii) issue a restraining order or writ of mandamus;
(iii) enter a declaratory judgment;
(iv) appoint a receiver or conservator for the defendant or the defendant's assets;
(v) order disgorgement;
(vi) order rescission;
(vii) impose a civil penalty not to exceed the greater of:
(A) $5,000 for each violation; or
(B) the amount of any gain or economic benefit derived from a violation; and
(viii) enter any other relief the court considers just.
[
(e)
] 
(d)
 The court may not require the division to post a bond in an action brought
under this Subsection (2).
(3) A license, certificate, or registration issued by the division to any person convicted
of a violation of Section 
76-6-1203
 is automatically revoked.
(4) A remedy or action provided in this section does not limit, interfere with, or prevent
the prosecution of another remedy or action, including a criminal proceeding.
Section 96. Section 
61-2g-501
 is amended to read:
61-2g-501.
Enforcement -- Investigation -- Orders -- Hearings.
(1) (a) The division may conduct a public or private investigation of the actions of:
(i) a person registered, licensed, or certified under this chapter;
(ii) an applicant for registration, licensure, or certification;
(iii) an applicant for renewal of registration, licensure, or certification; or
(iv) a person required to be registered, licensed, or certified under this chapter.
(b) The division may initiate an agency action against a person described in Subsection
(1)(a) in accordance with Title 63G, Chapter 4, Administrative Procedures Act, to:
(i) impose disciplinary action;
(ii) deny issuance to an applicant of:
(A) an original registration, license, or certification; or
(B) a renewal of a registration, license, or certification; or
(iii) issue a cease and desist order as provided in Subsection (3).
(2) (a) The division may:
(i) administer an oath or affirmation;
(ii) issue a subpoena that requires:
(A) the attendance and testimony of a witness; or
(B) the production of evidence;
(iii) take evidence; and
(iv) require the production of a book, paper, contract, record, document, information,
or evidence relevant to the investigation described in Subsection (1).
(b) The division may serve a subpoena by certified mail.
(c) A failure to respond to a request by the division in an investigation authorized
under this chapter within 10 days after the day on which the request is served is considered to
be a separate violation of this chapter, including:
(i) failing to respond to a subpoena as a witness;
(ii) withholding evidence; or
(iii) failing to produce a book, paper, contract, document, information, or record.
(d) (i) A court of competent jurisdiction shall enforce, according to the practice and
procedure of the court, a subpoena issued by the division.
(ii) The division shall pay any witness fee, travel expense, mileage, or any other fee
required by the service statutes of the state where the witness or evidence is located.
(e) (i) If a person is found to have violated this chapter or a rule made under this
chapter, the person shall pay the costs incurred by the division to copy a book, paper, contract,
document, information, or record required under this chapter, including the costs incurred to
copy an electronic book, paper, contract, document, information, or record in a universally
readable format.
(ii) If a person fails to pay the costs described in Subsection (2)(e)(i) when due, the
person's license, certification, or registration is automatically suspended:
(A) beginning the day on which the payment of costs is due; and
(B) ending the day on which the costs are paid.
(3) (a) The director shall issue and serve upon a person an order directing that person to
cease and desist from an act if:
(i) the director has reason to believe that the person has been engaging, is about to
engage, or is engaging in the act constituting a violation of this chapter; and
(ii) it appears to the director that it would be in the public interest to stop the act.
(b) Within 10 days after the day on which the order is served, the person upon whom
the order is served may request a hearing.
(c) Pending a hearing requested under Subsection (3)(b), a cease and desist order shall
remain in effect.
(d) If a request for hearing is made, the division shall follow the procedures and
requirements of Title 63G, Chapter 4, Administrative Procedures Act.
(4) (a) After a hearing requested under Subsection (3), if the board and division concur
that an act of the person violates this chapter, the board, with the concurrence of the division:
(i) shall issue an order making the cease and desist order permanent; and
(ii) may impose another disciplinary action under Section 
61-2g-502
.
(b) The director shall [
commence an action
] 
bring an action in a court with jurisdiction
under Title 78A, Judiciary and Judicial Administration,
 in the name of the Department of
Commerce and Division of Real Estate[
, in the district court in the county in which an act
described in Subsection (3) occurs or where the individual resides or carries on business,
] to
enjoin and restrain the individual from violating this chapter if:
(i) (A) a hearing is not requested under Subsection (3); and
(B) the individual fails to cease the act described in Subsection (3); or
(ii) after discontinuing the act described in Subsection (3), the individual again
commences the act.
(5) A remedy or action provided in this section does not limit, interfere with, or prevent
the prosecution of another remedy or action, including a criminal proceeding.
(6) (a) Except as provided in Subsection (6)(b), the division shall commence a
disciplinary action under this chapter no later than the earlier of the following:
(i) four years after the day on which the violation is reported to the division; or
(ii) 10 years after the day on which the violation occurred.
(b) The division may commence a disciplinary action under this chapter after the time
period described in Subsection (6)(a) expires if:
(i) (A) the disciplinary action is in response to a civil or criminal judgment or
settlement; and
(B) the division initiates the disciplinary action no later than one year after the day on
which the judgment is issued or the settlement is final; or
(ii) the division and the individual subject to a disciplinary action enter into a written
stipulation to extend the time period described in Subsection (6)(a).
Section 97. Section 
70-3a-309
 is amended to read:
70-3a-309.
Cybersquatting.
(1) (a) A person is liable in a civil action by the owner of a mark, including a personal
name, which is a mark for purposes of this section, if, without regard to the goods or services
of the person or the mark's owner, the person:
(i) has a bad faith intent to profit from the mark, including a personal name; and
(ii) for any length of time registers, acquires, traffics in, or uses a domain name in, or
belonging to any person in, this state that:
(A) in the case of a mark that is distinctive at the time of registration of the domain
name, is identical or confusingly similar to the mark;
(B) in the case of a famous mark that is famous at the time of registration of the
domain name, is identical or confusingly similar to or dilutive of the mark; or
(C) is a trademark, word, or name protected by reason of 18 U.S.C. Sec. 706 or 36
U.S.C. Sec. 220506.
(b) (i) In determining whether a person has a bad faith intent described in Subsection
(1)(a), a court may consider all relevant factors, including:
(A) the trademark or other intellectual property rights of the person, if any, in the
domain name;
(B) the extent to which the domain name consists of the legal name of the person or a
name that is otherwise commonly used to identify that person;
(C) the person's prior use, if any, of the domain name in connection with the bona fide
offering of any goods or services;
(D) the person's bona fide noncommercial or fair use of the mark in a site accessible
under the domain name;
(E) the person's intent to divert consumers from the mark owner's online location to a
site accessible under the domain name that could harm the goodwill represented by the mark,
either for commercial gain or with the intent to tarnish or disparage the mark, by creating a
likelihood of confusion as to the source, sponsorship, affiliation, or endorsement of the site;
(F) the person's offer to transfer, sell, or otherwise assign, or solicitation of the
purchase, transfer, or assignment of the domain name to the mark owner or any third party for
financial gain without having used, or having an intent to use, the domain name in the bona
fide offering of any goods or services, or the person's prior conduct indicating a pattern of such
conduct;
(G) the person's provision of material and misleading false contact information when
applying for the registration of the domain name, the person's intentional failure to maintain
accurate contact information, or the person's prior conduct indicating a pattern of such conduct;
(H) the person's registration or acquisition of multiple domain names that the person
knows are identical or confusingly similar to another's mark that is distinctive at the time of
registration of the domain names, or is dilutive of another's famous mark that is famous at the
time of registration of the domain names, without regard to the goods or services of the person
or the mark owner; and
(I) the extent to which the mark incorporated in the person's domain name registration
is or is not distinctive and famous.
(ii) Bad faith intent described in Subsection (1)(a) may not be found in any case in
which the court determines that the person believed and had reasonable grounds to believe that
the use of the domain name was a fair use or otherwise lawful.
(c) In a civil action involving the registration, trafficking, or use of a domain name
under this section, a court may order the forfeiture or cancellation of the domain name or the
transfer of the domain name to the owner of the mark.
(d) (i) A person is liable for using a domain name under Subsection (1)(a) only if that
person is the domain name registrant or that registrant's authorized licensee, affiliate, domain
name registrar, domain name registry, or other domain name registration authority that
knowingly assists a violation of this chapter by the registrant.
(ii) A person may not be held liable under this section absent a showing of bad faith
intent to profit from the registration or maintenance of the domain name.
(iii) For purposes of this section, a "showing of bad faith intent to profit" shall be
interpreted in the same manner as under 15 U.S.C. Sec. 1114(2)(D)(iii).
(e) As used in this section, the term "traffics in" refers to transactions that include
sales, purchases, loans, pledges, licenses, exchanges of currency, and any other transfer for
consideration or receipt in exchange for consideration.
(2) (a) The owner of a mark registered with the U.S. Patent and Trademark Office or
under this chapter may [
file an in rem civil action
] 
bring an in rem civil action in a court with
jurisdiction under Title 78A, Judiciary and Judicial Administration,
 against a domain name [
in
the district court
] if the owner is located in the state and if:
(i) the domain name violates any right of the owner of a mark registered in the Patent
and Trademark Office or registered under this chapter; and
(ii) the court finds that the owner:
(A) is not able to obtain personal jurisdiction over a person who would be a defendant
in a civil action under Subsection (1); or
(B) through due diligence was not able to find a person who would be a defendant in a
civil action under Subsection (1) by:
(I) sending a notice of the alleged violation and intent to proceed under this Subsection
(2)(a) to the registrant of the domain name at the postal and e-mail address provided by the
registrant to the registrar; and
(II) publishing notice of the action as the court may direct promptly after filing the
action.
(b) Completion of the actions required by Subsection (2)(a)(ii) constitutes service of
process.
(c) In an in rem action under this Subsection (2), a domain name is considered to be
located in the judicial district in which:
(i) the domain name registrar, registry, or other domain name authority that registered
or assigned the domain name is located; or
(ii) documents sufficient to establish control and authority regarding the disposition of
the registration and use of the domain name are deposited with the court.
(d) (i) The remedies in an in rem action under this Subsection (2) are limited to a court
order for the forfeiture or cancellation of the domain name or the transfer of the domain name
to the owner of the mark.
(ii) Upon receipt of written notification of a filed, stamped copy of a complaint filed by
the owner of a mark in the [
district
] court under this Subsection (2), the domain name registrar,
domain name registry, or other domain name authority shall:
(A) expeditiously deposit with the court documents sufficient to establish the court's
control and authority regarding the disposition of the registration and use of the domain name
to the court; and
(B) not transfer, suspend, or otherwise modify the domain name during the pendency
of the action, except upon order of the court.
(iii) The domain name registrar or registry or other domain name authority is not liable
for injunctive or monetary relief under this section, except in the case of bad faith or reckless
disregard, which includes a willful failure to comply with a court order.
(3) The civil actions and remedies established by Subsection (1) and the in rem action
established in Subsection (2) do not preclude any other applicable civil action or remedy.
(4) The in rem jurisdiction established under Subsection (2) does not preclude any
other jurisdiction, whether in rem or personal.
Section 98. Section 
70-3a-402
 is amended to read:
70-3a-402.
Infringement.
(1) Subject to Section 
70-3a-104
 and Subsection (2), any person is liable in a civil
action brought by the registrant for any and all of the remedies provided in Section 
70-3a-404
,
if that person:
(a) uses a reproduction, counterfeit, copy, or colorable imitation of a mark registered
under this chapter:
(i) without the consent of the registrant; and
(ii) in connection with the sale, distribution, offering for sale, or advertising of any
goods or services on or in connection with which that use is likely to cause confusion, mistake,
or to deceive as to the source of origin, nature, or quality of those goods or services; or
(b) reproduces, counterfeits, copies, or colorably imitates any mark and applies the
reproduction, counterfeit, copy, or colorable imitation to labels, signs, prints, packages,
wrappers, receptacles, or advertisements intended to be used upon or in connection with the
sale or other distribution in this state of goods or services.
(2) Under Subsection (1)(b), the registrant is not entitled to recover profits or damages
unless the act described in Subsection (1)(b) has been committed with the intent:
(a) to cause confusion or mistake; or
(b) to deceive.
(3) In a civil action for a violation of Section 
70-3a-309
:
(a) the plaintiff may recover court costs and reasonable attorney fees; and
(b) the plaintiff may elect, at any time before final judgment is entered by the [
district
]
court, to recover, instead of actual damages and profits, an award of statutory damages in the
amount of not less than $1,000 and not more than $100,000 per domain name, as the court
considers just.
(4) Statutory damages awarded under Subsection (3)(b) are presumed to be $100,000
per domain name if there is a pattern and practice of infringements committed willfully for
commercial gain.
Section 99. Section 
70-3a-405
 is amended to read:
70-3a-405.
Forum for actions regarding registration -- Service on out-of-state
registrants.
(1) (a) [
An action to require the cancellation of a mark registered under this chapter
shall be brought in a district court of this state.
] 
A person may bring an action in a court with
jurisdiction under Title 78A, Judiciary and Judicial Administration, to require the cancellation
of a mark registered under this chapter.
(b) The division may not be made a party to an action filed under Subsection (1)(a),
except that the division may intervene in an action filed under Subsection (1)(a).
(2) In any action brought against a nonresident registrant, service may be effected upon
the nonresident registrant in accordance with the procedures established for service upon
nonresident corporations and business entities under Section 
16-10a-1511
.
Section 100. Section 
70A-8-409.1
 is amended to read:
70A-8-409.1.
Replacement of lost, destroyed, or wrongfully taken share
certificate of a land company or a water company.
(1) [
For purposes of
] 
As used in
 this section:
(a) "Affected share" means the share represented by a share certificate that is lost,
destroyed, or wrongfully taken.
(b) "Company" means a land company or a water company.
(c) "Distribution area" means:
(i) for a water company, the geographic area where the water company distributes
water; or
(ii) for a land company, the geographic area owned by the land company.
(d) "Original share certificate" means a share certificate that is alleged to be lost,
destroyed, or wrongfully taken.
(e) "Person" means:
(i) an individual;
(ii) a corporation;
(iii) a business entity;
(iv) a political subdivision of the state, including a municipality;
(v) an agency of the state; or
(vi) an agency of the federal government.
(f) "Replacement share certificate" means a share certificate issued to replace a share
certificate that is lost, destroyed, or wrongfully taken.
(g) "Share certificate" means a certificated share of stock in a company.
(2) (a) This section applies to the replacement of a lost, destroyed, or wrongfully taken
share certificate.
(b) Unless the articles of incorporation or bylaws of a company address the
replacement of a lost, destroyed, or wrongfully taken share certificate, this section governs the
replacement of a lost, destroyed, or wrongfully taken share certificate.
(3) A company shall issue a replacement share certificate to a person claiming to be the
owner of a share certificate that is lost, destroyed, or wrongfully taken, and cancel the original
share certificate on the records of the company, if:
(a) the person represents to the company that the original share certificate is lost,
destroyed, or wrongfully taken;
(b) (i) (A) the person is the registered owner of the affected share; and
(B) before the company receives notice that the share certificate has been acquired by a
protected purchaser, the person requests that a replacement share certificate be issued; or
(ii) (A) the person is not the registered owner of the affected share; and
(B) the person establishes ownership of the affected share, including by presenting to
the company written documentation that demonstrates to the reasonable satisfaction of the
company that the person is the rightful owner of the affected share through purchase, gift,
inheritance, foreclosure, bankruptcy, or reorganization;
(c) the assessments to which the affected share is subject are paid current;
(d) except as provided in Subsection (5), the person files with the company a sufficient
indemnity bond or other security acceptable to the company; and
(e) the person satisfies any other reasonable requirement imposed by the company,
including the payment of a reasonable transfer fee.
(4) (a) If after a replacement share certificate is issued a protected purchaser of the
original share certificate presents the original share certificate for registration of transfer, the
company shall register the transfer unless an overissue would result.
(b) If an overissue would result when there is a registration of transfer of an original
share certificate, a company may recover the replacement share certificate from the person to
whom it is issued, or any person taking under that person, except a protected purchaser.
(c) If a company elects to follow the procedures of Subsection (5), to assert an
ownership interest in the affected share, a protected purchaser shall file a written notice of
objection within the 60-day period described in Subsection (5)(d). A protected purchaser's
failure to file a written notice of objection within the 60-day period eliminates any claim of the
protected purchaser.
(5) As an alternative to requiring an indemnity bond or other acceptable security under
Subsection (3)(d), a company is considered to have followed a fair and reasonable procedure
without the necessity of a written policy or bylaw otherwise required by Section 
16-6a-609
, if
the company follows the following procedure:
(a) The company shall publish written notice at least once a week for three consecutive
weeks:
(i) (A) in a newspaper of general circulation in the area that reasonably includes the
distribution area of the company; and
(B) as required in Section 
45-1-101
;
(ii) with at least seven days between each publication date under Subsection
(5)(a)(i)(A); and
(iii) beginning no later than 20 days after submission of the request to issue the
replacement share certificate.
(b) The company shall post written notice in at least three conspicuous places within
the distribution area of the company.
(c) No later than 20 days after the day on which the company receives a request to issue
a replacement share certificate, the company shall mail written notice:
(i) to the last known address of the owner of the affected share shown on the records of
the company;
(ii) if a company maintains a record of who pays annual assessments, to any person
who, within the five-year period immediately preceding the day the written notice is mailed,
pays an assessment levied against the affected share; and
(iii) to any person that has notified the company in writing of an interest in the affected
share, including a financial institution.
(d) A notice required under Subsections (5)(a) through (c) shall:
(i) identify the person who is requesting that a replacement share certificate be issued;
(ii) state that an interested person may file a written notice of objection with the
company; and
(iii) state that unless a written notice of objection to the issuance of a replacement share
certificate is filed within 60 days after the last day of publication under Subsection (5)(a)(i)(A),
including a written notice of objection from a protected purchaser:
(A) a replacement share certificate will be issued to the person requesting that the
replacement share certificate be issued; and
(B) the original share certificate will be permanently canceled on the records of the
company.
(e) A notice of objection under Subsection (5)(d) shall:
(i) state the basis for objecting to the claim of ownership of the affected share;
(ii) identify a person that the objecting person believes has a stronger claim of
ownership to the affected share; and
(iii) be accompanied by written evidence that reasonably documents the basis of the
objection to the claim of ownership.
(f) If the company receives a notice of objection within the 60-day period described in
Subsection (5)(d), the company may review the disputed claim and:
(i) deny in writing the objection to the claim of ownership and issue a replacement
share certificate to the person requesting the replacement share certificate;
(ii) accept in writing a claim of ownership asserted by a notice of objection and issue a
replacement share certificate to the person the objecting person asserts owns the affected share;
(iii) file an interpleader action in accordance with Utah Rules of Civil Procedure, Rule
22, joining the persons claiming an interest in the affected share and depositing a replacement
share certificate with the court; or
(iv) require the persons claiming an interest in the affected share to resolve the
ownership dispute.
(g) Upon receipt, the company shall act in accordance with:
(i) a written agreement acceptable to the company among the persons who claim
interest in the affected share; or
(ii) a court order declaring ownership in the affected share.
(h) The following are entitled to receive from a nonprevailing person the costs for
resolution of a dispute under this Subsection (5), including reasonable attorney fees when
attorney fees are necessary:
(i) a prevailing person; and
(ii) the company, if the company acts in good faith.
(i) The person requesting that a replacement share certificate be issued shall reimburse
the company for the costs reasonably incurred by the company under this Subsection (5) that
are not paid under this Subsection (5)(i) including:
(i) legal and other professional fees; and
(ii) costs incurred by the company in response to a notice of objection.
(j) A company shall comply with this Subsection (5) before issuance of a replacement
share certificate:
(i) upon request from the person requesting a replacement share certificate be issued;
and
(ii) if the person requesting the replacement share certificate provides indemnification
satisfactory to the company against liability and costs of proceeding under this Subsection (5).
(k) A determination made under this Subsection (5) is considered to be a final and
conclusive determination of ownership of a disputed replacement share certificate.
(6) (a) A company shall:
(i) make a decision to approve or deny the issuance of a replacement share certificate in
writing; and
(ii) deliver the written decision to:
(A) the person requesting a replacement share certificate be issued;
(B) a person who files a notice of objection under Subsection (5); and
(C) any other person the company determines is involved in the request for a
replacement share certificate.
(b) A person may bring an action in a court with jurisdiction under Title 78A, Judiciary
and Judicial Administration, against a company for judicial review of a decision by the
company under Subsection (6)(a).
[
(b) A decision of a company described in Subsection (6)(a) is subject to de novo
judicial review in the district court in which the company has its principal place of business.
]
(c) 
(i)
 A person may not seek judicial review under Subsection (6)(b) more than 30
days after the day on which the written decision is delivered under Subsection (6)(a).
(ii)
 If no action for judicial review is filed within the 30-day period, absent fraud, the
issuance of a replacement share certificate or the decision to not issue a replacement share
certificate is final and conclusive evidence of ownership of the affected share.
(d) (i) In a judicial action brought under this Subsection (6), the prevailing person as
determined by court order, is entitled to payment by a nonprevailing person of:
(A) the costs of successfully defending its ownership claim; and
(B) reasonable attorney fees.
(ii) Notwithstanding Subsection (6)(d)(i), an award of costs or attorney fees may not be
granted against a company if the company acts in good faith.
Section 101. Section 
70A-9a-513.5
 is amended to read:
70A-9a-513.5.
Termination of wrongfully filed financing statement --
Reinstatement.
(1) As used in this section:
(a) "Established filer" means a person that:
(i) regularly causes records to be communicated to the filing office for filing and has
provided the filing office with current contact information and information sufficient to
establish its identity; or
(ii) satisfies either of the following conditions:
(A) the filing office has issued the person credentials for access to online filing
services; or
(B) the person has established an account for payment of filing fees, regardless of
whether the account is used in a particular transaction.
(b) "Filing office" means the same as that term is defined in Section 
70A-9a-102
,
except that it does not include a county recorder office.
(2) A person identified as debtor in a filed financing statement may deliver to the filing
office the debtor's notarized affidavit, signed under penalty of perjury, that identifies the
financing statement by file number, indicates the affiant's mailing address, and states that the
affiant believes that the filed record identifying the affiant as debtor was not authorized and
was caused to be communicated to the filing office with the intent to harass or defraud the
affiant. The filing office shall adopt a form of affidavit for use under this section. The filing
office may reject an affidavit described in this Subsection (2) if:
(a) the affidavit is incomplete; or
(b) the filing office reasonably believes that the affidavit was communicated to the
filing office with the intent to harass or defraud, or for any other unlawful purpose.
(3) Subject to Subsection (10), if an affidavit is delivered to the filing office under
Subsection (2), the filing office shall promptly file a termination statement with respect to the
financing statement identified in the affidavit. The termination statement must identify by its
file number the initial financing statement to which it relates and must indicate that it was filed
pursuant to this section. A termination statement filed under this Subsection (3) is not effective
until 14 days after it is filed.
(4) The filing office may not charge a fee for the filing of an affidavit under Subsection
(2) or a termination statement under Subsection (3). The filing office may not return any fee
paid for filing the financing statement identified in the affidavit, whether or not the financing
statement is reinstated under Subsection (7).
(5) On the same day that a filing office files a termination statement under Subsection
(3), it shall send to the secured party of record for the financing statement to which the
termination statement relates a notice stating that the termination statement has been filed and
will become effective 14 days after filing. The notice shall be sent by mail to the address
provided for the secured party of record in the financing statement or by electronic mail to the
electronic mail address provided by the secured party of record, if any.
(6) (a) A secured party that believes in good faith that the filed record identified in an
affidavit delivered to the filing office under Subsection (2) was authorized and was not caused
to be communicated to the filing office with the intent to harass or defraud the affiant may:
(i) before the termination statement takes effect under Subsection (3), request the filing
office to review the filed record concerning whether the filed record was filed with the intent to
harass or defraud; or
(ii) regardless of whether the affiant seeks a review under Subsection (6)(a)(i), file an
action against the filing office seeking reinstatement of the financing statement to which the
filed record relates.
(b) Within 10 days after being served with process in an action under this Subsection
(6), the filing office shall file a notice indicating that the action has been commenced. The
notice shall indicate the file number of the initial financing statement to which it relates.
(c) If the affiant is not named as a defendant in the action described in Subsection
(6)(a)(ii), the secured party shall send a copy of the complaint to the affiant at the address
indicated in the affidavit. [
The exclusive venue for the action shall be in the Third District
Court.
] A party may petition the court to consider the matter on an expedited basis.
(d) An action under this Subsection (6) must be filed before the expiration of six
months after the date on which the termination statement filed under Subsection (3) becomes
effective.
(7) If, in an action under Subsection (6), the court determines that the financing
statement should be reinstated, the filing office shall promptly file a record that identifies by its
file number the initial financing statement to which the record relates and indicates that the
financing statement has been reinstated.
(8) Upon the filing of a record reinstating a financing statement under Subsection (7),
the effectiveness of the financing statement is reinstated and the financing statement shall be
considered never to have been terminated under this section. A continuation statement filed as
provided in Subsection 
70A-9a-515
(4) after the effective date of a termination statement filed
under Subsection (3) or (10) becomes effective if the financing statement is reinstated.
(9) If, in an action under Subsection (6), the court determines that the filed record
identified in an affidavit delivered to the filing office under Subsection (2) was unauthorized
and was caused to be communicated to the filing office with the intent to harass or defraud the
affiant, the filing office and the affiant may recover from the secured party that filed the action
the costs and expenses, including reasonable attorney fees, that the filing office and the affiant
incurred in the action. This recovery is in addition to any recovery to which the affiant is
entitled under Section 
70A-9a-625
.
(10) If an affidavit delivered to a filing office under Subsection (2) relates to a filed
record communicated to the filing office by an established filer, the filing office shall promptly
send to the secured party of record a notice stating that the affidavit has been delivered to the
filing office and that the filing office is conducting an administrative review to determine
whether the record was unauthorized and was caused to be communicated with the intent to
harass or defraud the affiant. The notice shall be sent by mail to the address provided for the
secured party in the financing statement or sent by electronic mail to the electronic mail address
provided by the secured party of record, if any, and a copy shall be sent in the same manner to
the affiant. The administrative review shall be conducted on an expedited basis and the filing
office may require the affiant and the secured party of record to provide any additional
information that the filing office considers appropriate. If the filing office concludes that the
record was not authorized and was caused to be communicated with the intent to harass or
defraud the affiant, the filing office shall promptly file a termination statement under
Subsection (3) that will be effective immediately and send to the secured party of record the
notice required by Subsection (5). The secured party may thereafter file an action for
reinstatement under Subsection (6), and Subsections (7) through (9) are applicable.
Section 102. Section 
78A-6-350
 is amended to read:
78A-6-350.
Venue -- Dismissal without adjudication on merits.
(1) Notwithstanding [
Title 78B, Chapter 3, Part 3, Place of Trial -- Venue
] 
Title 78B,
Chapter 3a, Venue for Civil Actions
, a proceeding for a minor's case in the juvenile court shall
be commenced in the court of the district in which:
(a) for a proceeding under Title 80, Chapter 6, Juvenile Justice:
(i) the minor is living or found; or
(ii) the alleged offense occurred; or
(b) for all other proceedings, the minor is living or found.
(2) If a party seeks to transfer a case to another district after a petition has been filed in
the juvenile court, the juvenile court may transfer the case in accordance with the Utah Rules of
Juvenile Procedure.
(3) The dismissal of a petition in one district where the dismissal is without prejudice
and where there has been no adjudication upon the merits may not preclude refiling within the
same district or another district where there is venue for the case.
Section 103. Section 
78B-1-132
 is amended to read:
78B-1-132.
Employer not to discharge or threaten employee for responding to
subpoena -- Criminal penalty -- Civil action by employee.
(1) An employer may not deprive an employee of employment or threaten or otherwise
coerce the employee regarding employment because the employee attends a deposition or
hearing in response to a subpoena.
(2) Any employer who violates this section is guilty of criminal contempt and upon
conviction may be fined not more than $500 or imprisoned not more than six months or both.
(3) 
(a)
 If an employer violates this section, in addition to any other remedy, the
employee may bring [
a civil action in district court
] 
an action in a court with jurisdiction under
Title 78A, Judiciary and Judicial Administration,
 for recovery of wages lost as a result of the
violation and for an order requiring the reinstatement of the employee.
(b)
 Damages recoverable may not exceed lost wages for six weeks.
(c)
 If the employee prevails, the employee shall be allowed reasonable attorney fees.
Section 104. Section 
78B-3a-101
 is enacted to read:
CHAPTER 3a. VENUE FOR CIVIL ACTIONS
Part 1. General Provisions
 78B-3a-101.
Definitions.
As used in this chapter:
(1) (a) "Action" means a lawsuit or case that is commenced in a court.
(b) "Action" does not include a criminal action as defined in Section 
77-1-3
.
(2) "Business organization" means:
(a) an association;
(b) a corporation;
(c) an institution, as that term is defined in Section 
7-1-103
;
(d) a joint stock company;
(e) a joint venture;
(f) a limited liability company;
(g) a mutual fund trust;
(h) a partnership; or
(i) any other similar form of organization described in Subsections (2)(a) through (h).
(3) "Cause of action" means the act or omission giving rise to the action.
(4) "Principal place of business" means the place where the business organization's
officers direct, control, and coordinate the business organization's activities regardless of
whether the place is located in this state.
(5) "Registered office" means the place within this state that the business organization
designated as the business organization's registered office in the most recent document on file
with the Division of Corporations and Commercial Code.
Section 105. Section 
78B-3a-102
 is enacted to read:
 78B-3a-102.
Applicability of this chapter -- Venue for the Business and Chancery
Court.
(1) Except as otherwise provided by another provision of the Utah Code, a plaintiff
shall bring an action in accordance with the requirements of this chapter.
(2) The requirements of this chapter do not apply to an action brought in the Business
and Chancery Court.
Section 106. Section 
78B-3a-103
 is enacted to read:
 78B-3a-103.
Transfer of venue.
(1) A court may transfer venue in accordance with Rule 42 of the Utah Rules of Civil
Procedure.
(2) A court to which an action is transferred has the same jurisdiction as if the action
had been originally brought in that court.
Section 107. Section 
78B-3a-104
 is enacted to read:
 78B-3a-104.
Residence of a business organization.
For purposes of this chapter, the residence of a business organization is:
(1) the county where the business organization's principal place of business is located;
(2) the county where the business organization's registered office is located if the
business organization does not have a principal place of business in the state; or
(3) Salt Lake County if the business organization does not have a principal place of
business or a registered office in the state.
Section 108. Section 
78B-3a-201
, which is renumbered from Section 78B-3-307 is
renumbered and amended to read:
Part 2. Venue Requirements
[
78B-3-307
].
 78B-3a-201.
 All actions -- Exceptions.
(1) [
In all other cases an action shall be tried
] 
Except as otherwise provided by this
chapter or another provision of the Utah Code, a plaintiff shall bring an action
 in the county in
which:
(a) the cause of action arises; or
(b) any defendant resides at the commencement of the action.
[
(2) If the defendant is a corporation, any county in which the corporation has its
principal office or a place of business shall be considered the county in which the corporation
resides.
]
[
(3)
] 
(2)
 If none of the defendants [
resides
] 
reside
 in this state, [
the action may be
commenced and tried
] 
the plaintiff may bring the action
 in any county designated by the
plaintiff in the complaint.
[
(4)
] 
(3)
 If the defendant is about to depart from the state, [
the action may be tried
] 
the
plaintiff may bring the action
 in any county where any of the parties resides or service is had.
Section 109. Section 
78B-3a-202
, which is renumbered from Section 78B-3-301 is
renumbered and amended to read:
[
78B-3-301
].
 78B-3a-202.
Actions involving real property.
(1) [
Actions for the following causes involving real property shall be tried in the
county in which the subject of the action, or some part,
] 
A plaintiff shall bring the following
actions involving real property in the county in which the real property, or some part of the real
property,
 is situated:
(a) for the recovery of real property[
,
] or of an estate or interest in the property;
(b) for the determination, in any form, of the right or interest in the 
real
 property;
(c) for injuries to real property;
(d) for the partition of real property; and
(e) for the foreclosure of all liens and mortgages on real property.
(2) If the real property is situated [
partly in one county and partly in another, the
plaintiff may select either of the counties, and the county selected is the proper county for the
trial of the action
] 
in more than one county, the plaintiff may bring the action in any county in
which the real property is situated
.
Section 110. Section 
78B-3a-203
, which is renumbered from Section 78B-3-302 is
renumbered and amended to read:
[
78B-3-302
].
 78B-3a-203.
Actions to recover fines or penalties -- Actions
against public officers.
(1) [
Actions to recover fines or penalties shall be tried
] 
A plaintiff shall bring an action
to recover a fine or penalty
 in the county where [
the cause, or some part of the cause, arose.
]
:
(a) the cause of action arises; or
(b) some part of the cause of action arises.
(2) If a fine, penalty, or forfeiture imposed by statute is imposed for an offense
committed on a lake, river, or other stream of water situated in two or more counties, [
the
action may be brought
] 
the plaintiff may bring the action
 in any county bordering on the lake,
river, or stream opposite to the place where the offense was committed.
(3) Except as otherwise provided by law, 
a plaintiff shall bring
 an action against a
public officer
,
 or the public officer's designee
,
 [
shall be tried
] in the county where the [
cause
arose
] 
cause of action arises
.
Section 111. Section 
78B-3a-204
, which is renumbered from Section 78B-3-303 is
renumbered and amended to read:
[
78B-3-303
].
 78B-3a-204.
Actions against a county.
(1) [
An action against a county may be commenced and tried
] 
Except as otherwise
provided in Subsection (2), a plaintiff shall bring an action against a county
 in the county.
(2) If the action is brought by another county, [
the action may be commenced and tried
in
] 
the county may bring the action in
 any county not a party to the action.
Section 112. Section 
78B-3a-205
, which is renumbered from Section 78B-3-304 is
renumbered and amended to read:
[
78B-3-304
].
 78B-3a-205.
Actions on written contracts.
[
An action
] 
A plaintiff shall bring an action
 on a contract signed in this state to perform
an obligation [
may be commenced and tried in the following venues
] 
in
:
(1) [
If
] 
if
 the action is to enforce an interest in real property securing a consumer's
obligation, [
the action may be brought only in
] the county where the real property is located or
where the defendant resides[
.
]
; or
(2) [
An action
] 
if the action is
 to enforce an interest other than under Subsection (1)
[
may be brought in
]
,
 the county where the obligation is to be performed, the contract was
signed, or in which the defendant resides.
Section 113. Section 
78B-3a-206
 is enacted to read:
 78B-3a-206.
Transitory actions.
(1) Except for a transitory action under Subsection (2), a plaintiff shall bring a
transitory action arising outside the state in the county where the defendant resides if the action
is brought in this state.
(2) A plaintiff shall bring a transitory action arising outside the state in favor of
residents of this state in the county where:
(a) the plaintiff resides; or
(b) the principal defendant resides.
Section 114. Section 
78B-5-201
 is amended to read:
78B-5-201.
Definitions -- Judgment recorded in Registry of Judgments.
(1) [
For purposes of this part
] 
As used in this part
, "Registry of Judgments" means the
index where a judgment is filed and searchable by the name of the judgment debtor through
electronic means or by tangible document.
(2) On or after July 1, 1997, a judgment entered [
in a district court
] 
by a court of this
state
 does not create a lien upon or affect the title to real property unless the judgment is filed
in the Registry of Judgments of the office of the clerk of the district court of the county in
which the property is located.
(3) (a) On or after July 1, 2002, except as provided in Subsection (3)(b), a judgment
entered [
in a district court
] 
by a court of this state
 does not create a lien upon or affect the title
to real property unless the judgment or an abstract of judgment is recorded in the office of the
county recorder in which the real property of the judgment debtor is located.
(b) State agencies are exempt from the recording requirement of Subsection (3)(a).
(4) In addition to the requirements of Subsections (2) and (3)(a), any judgment that is
filed in the Registry of Judgments on or after September 1, 1998, or any judgment or abstract
of judgment that is recorded in the office of a county recorder after July 1, 2002, shall include:
(a) the information identifying the judgment debtor as required under Subsection (4)(b)
on the judgment or abstract of judgment; or
(b) a copy of the separate information statement of the judgment creditor that contains:
(i) the correct name and last-known address of each judgment debtor and the address at
which each judgment debtor received service of process;
(ii) the name and address of the judgment creditor;
(iii) the amount of the judgment as filed in the Registry of Judgments;
(iv) if known, the judgment debtor's Social Security number, date of birth, and driver's
license number if a natural person; and
(v) whether or not a stay of enforcement has been ordered by the court and the date the
stay expires.
(5) For the information required in Subsection (4), the judgment creditor shall:
(a) provide the information on the separate information statement if known or available
to the judgment creditor from its records, its attorney's records, or the court records in the
action in which the judgment was entered; or
(b) state on the separate information statement that the information is unknown or
unavailable.
(6) (a) Any judgment that requires payment of money and is entered [
in a district court
]
by a court of this state
 on or after September 1, 1998, or any judgment or abstract of judgment
recorded in the office of a county recorder after July 1, 2002, that does not include the debtor
identifying information as required in Subsection (4) is not a lien until a separate information
statement of the judgment creditor is recorded in the office of a county recorder in compliance
with Subsections (4) and (5).
(b) The separate information statement of the judgment creditor referred to in
Subsection (6)(a) shall include:
(i) the name of any judgment creditor, debtor, assignor, or assignee;
(ii) the date on which the judgment was recorded in the office of the county recorder as
described in Subsection (4); and
(iii) the county recorder's entry number and book and page of the recorded judgment.
(7) A judgment that requires payment of money recorded on or after September 1,
1998, but prior to July 1, 2002, has as its priority the date of entry, except as to parties with
actual or constructive knowledge of the judgment.
(8) A judgment or notice of judgment wrongfully filed against real property is subject
to Title 38, Chapter 9, Wrongful Lien Act.
(9) (a) To release, assign, renew, or extend a lien created by a judgment recorded in the
office of a county recorder, a person shall, in the office of the county recorder of each county in
which an instrument creating the lien is recorded, record a document releasing, assigning,
renewing, or extending the lien.
(b) The document described in Subsection (9)(a) shall include:
(i) the date of the release, assignment, renewal, or extension;
(ii) the name of any judgment creditor, debtor, assignor, or assignee; and
(iii) for the county in which the document is recorded in accordance with Subsection
(9)(a):
(A) the date on which the instrument creating the lien was recorded in that county's
office of the county recorder; and
(B) in accordance with Section 
57-3-106
, that county recorder's entry number and book
and page of the recorded instrument creating the judgment lien.
Section 115. Section 
78B-5-202
 is amended to read:
78B-5-202.
Duration of judgment -- Judgment as a lien upon real property --
Abstract of judgment -- Small claims judgment not a lien -- Appeal of judgment -- Child
support orders.
(1) Judgments shall continue for eight years from the date of entry in a court unless
previously satisfied or unless enforcement of the judgment is stayed in accordance with law.
(2) Prior to July 1, 1997, except as limited by Subsections (4) and (5), the entry of
judgment by a district court creates a lien upon the real property of the judgment debtor, not
exempt from execution, owned or acquired during the existence of the judgment, located in the
county in which the judgment is entered.
(3) An abstract of judgment issued by the court in which the judgment is entered may
be filed in any court of this state and shall have the same force and effect as a judgment entered
in that court.
(4) Prior to July 1, 1997, and after May 15, 1998, a judgment entered in [
the small
claims division of any court
] 
a small claims action
 may not qualify as a lien upon real property
unless abstracted to [
the civil division of
] the district court and recorded in accordance with
Subsection (3).
(5) (a) If any judgment is appealed, upon deposit with the court where the notice of
appeal is filed of cash or other security in a form and amount considered sufficient by the court
that rendered the judgment to secure the full amount of the judgment, together with ongoing
interest and any other anticipated damages or costs, including attorney fees and costs on appeal,
the lien created by the judgment shall be terminated as provided in Subsection (5)(b).
(b) Upon the deposit of sufficient security as provided in Subsection (5)(a), the court
shall enter an order terminating the lien created by the judgment and granting the judgment
creditor a perfected lien in the deposited security as of the date of the original judgment.
(6) (a) A child support order or a sum certain judgment for past due support may be
enforced:
(i) within four years after the date the youngest child reaches majority; or
(ii) eight years from the date of entry of the sum certain judgment entered by a tribunal.
(b) The longer period of duration shall apply in every order.
(c) A sum certain judgment may be renewed to extend the duration.
(7) (a) After July 1, 2002, a judgment entered by [
a district court or a justice court in
the state
] 
a district court, a justice court, or the Business and Chancery Court,
 becomes a lien
upon real property if:
(i) the judgment or an abstract of the judgment containing the information identifying
the judgment debtor as described in Subsection 
78B-5-201
(4)(b) is recorded in the office of the
county recorder; or
(ii) the judgment or an abstract of the judgment and a separate information statement of
the judgment creditor as described in Subsection 
78B-5-201
(5) is recorded in the office of the
county recorder.
(b) The judgment shall run from the date of entry by the [
district court or justice
] court.
(c) The real property subject to the lien includes all the real property of the judgment
debtor:
(i) in the county in which the recording under Subsection (7)(a)(i) or (ii) occurs; and
(ii) owned or acquired at any time by the judgment debtor during the time the judgment
is effective.
(d) State agencies are exempt from the recording requirement of Subsection (7)(a).
(8) (a) A judgment referred to in Subsection (7) shall be entered under the name of the
judgment debtor in the judgment index in the office of the county recorder as required in
Section 
17-21-6
.
(b) A judgment containing a legal description shall also be abstracted in the appropriate
tract index in the office of the county recorder.
(9) (a) To release, assign, renew, or extend a lien created by a judgment recorded in the
office of a county recorder, a person shall, in the office of the county recorder of each county in
which an instrument creating the lien is recorded, record a document releasing, assigning,
renewing, or extending the lien.
(b) The document described in Subsection (9)(a) shall include:
(i) the date of the release, assignment, renewal, or extension;
(ii) the name of any judgment creditor, debtor, assignor, or assignee; and
(iii) for the county in which the document is recorded in accordance with Subsection
(9)(a):
(A) the date on which the instrument creating the lien was recorded in that county's
office of the county recorder; and
(B) in accordance with Section 
57-3-106
, that county recorder's entry number and book
and page of the recorded instrument creating the judgment lien.
Section 116. Section 
78B-5-206
 is amended to read:
78B-5-206.
Mileage allowance for judgment debtor required to appear.
(1)
 A judgment debtor legally required to appear before a district court [
or a master
] 
or
the Business and Chancery Court
 to answer concerning the debtor's property is entitled, on a
sufficient showing of need, to mileage of 15 cents per mile for each mile actually and
necessarily traveled in going only, to be paid by the judgment creditor at whose instance the
judgment debtor was required to appear.
(2)
 The judgment creditor is not required to make any payment for such mileage until
the judgment debtor has actually appeared before the court [
or master
].
Section 117. Section 
78B-6-110
 is amended to read:
78B-6-110.
Notice of adoption proceedings.
(1) (a) An unmarried biological father, by virtue of the fact that he has engaged in a
sexual relationship with a woman:
(i) is considered to be on notice that a pregnancy and an adoption proceeding regarding
the child may occur; and
(ii) has a duty to protect his own rights and interests.
(b) An unmarried biological father is entitled to actual notice of a birth or an adoption
proceeding with regard to his child only as provided in this section or Section 
78B-6-110.5
.
(2) Notice of an adoption proceeding shall be served on each of the following persons:
(a) any person or agency whose consent or relinquishment is required under Section
78B-6-120
 or 
78B-6-121
, unless that right has been terminated by:
(i) waiver;
(ii) relinquishment;
(iii) actual or implied consent; or
(iv) judicial action;
(b) any person who has initiated a paternity proceeding and filed notice of that action
with the state registrar of vital statistics within the Department of Health 
and Human Services
,
in accordance with Subsection (3);
(c) any legally appointed custodian or guardian of the adoptee;
(d) the petitioner's spouse, if any, only if the petitioner's spouse has not joined in the
petition;
(e) the adoptee's spouse, if any;
(f) any person who, prior to the time the mother executes her consent for adoption or
relinquishes the child for adoption, is recorded on the birth certificate as the child's father, with
the knowledge and consent of the mother;
(g) a person who is:
(i) openly living in the same household with the child at the time the consent is
executed or relinquishment made; and
(ii) holding himself out to be the child's father; and
(h) any person who is married to the child's mother at the time she executes her consent
to the adoption or relinquishes the child for adoption, unless the court finds that the mother's
spouse is not the child's father under Section 
78B-15-607
.
(3) (a) In order to preserve any right to notice, an unmarried biological father shall,
consistent with Subsection (3)(d):
(i) initiate proceedings in a district court of Utah to establish paternity under Title 78B,
Chapter 15, Utah Uniform Parentage Act; and
(ii) file a notice of commencement of the proceedings described in Subsection (3)(a)(i)
with the office of vital statistics within the Department of Health 
and Human Services
.
(b) If the unmarried, biological father does not know the county in which the birth
mother resides, he may initiate his action in any county, subject to a change in trial pursuant to
Section [
78B-3-307
] 
78B-3a-201
.
(c) The Department of Health 
and Human Services
 shall provide forms for the purpose
of filing the notice described in Subsection (3)(a)(ii), and make those forms available in the
office of the county health department in each county.
(d) When the state registrar of vital statistics receives a completed form, the registrar
shall:
(i) record the date and time the form was received; and
(ii) immediately enter the information provided by the unmarried biological father in
the confidential registry established by Subsection 
78B-6-121
(3)(c).
(e) The action and notice described in Subsection (3)(a):
(i) may be filed before or after the child's birth; and
(ii) shall be filed prior to the mother's:
(A) execution of consent to adoption of the child; or
(B) relinquishment of the child for adoption.
(4) Notice provided in accordance with this section need not disclose the name of the
mother of the child who is the subject of an adoption proceeding.
(5) The notice required by this section:
(a) may be served at any time after the petition for adoption is filed, but may not be
served on a birth mother before she has given birth to the child who is the subject of the
petition for adoption;
(b) shall be served at least 30 days prior to the final dispositional hearing;
(c) shall specifically state that the person served shall fulfill the requirements of
Subsection (6)(a) within 30 days after the day on which the person receives service if the
person intends to intervene in or contest the adoption;
(d) shall state the consequences, described in Subsection (6)(b), for failure of a person
to file a motion for relief within 30 days after the day on which the person is served with notice
of an adoption proceeding;
(e) is not required to include, nor be accompanied by, a summons or a copy of the
petition for adoption;
(f) shall state where the person may obtain a copy of the petition for adoption; and
(g) shall indicate the right to the appointment of counsel for a party whom the court
determines is indigent and at risk of losing the party's parental rights.
(6) (a) A person who has been served with notice of an adoption proceeding and who
wishes to contest the adoption shall file a motion to intervene in the adoption proceeding:
(i) within 30 days after the day on which the person was served with notice of the
adoption proceeding;
(ii) setting forth specific relief sought; and
(iii) accompanied by a memorandum specifying the factual and legal grounds upon
which the motion is based.
(b) A person who fails to fully and strictly comply with all of the requirements
described in Subsection (6)(a) within 30 days after the day on which the person was served
with notice of the adoption proceeding:
(i) waives any right to further notice in connection with the adoption;
(ii) forfeits all rights in relation to the adoptee; and
(iii) is barred from thereafter bringing or maintaining any action to assert any interest in
the adoptee.
(7) Service of notice under this section shall be made as follows:
(a) (i) Subject to Subsection (5)(e), service on a person whose consent is necessary
under Section 
78B-6-120
 or 
78B-6-121
 shall be in accordance with the provisions of the Utah
Rules of Civil Procedure.
(ii) If service of a person described in Subsection (7)(a)(i) is by publication, the court
shall designate the content of the notice regarding the identity of the parties.
(iii) The notice described in this Subsection (7)(a) may not include the name of a
person seeking to adopt the adoptee.
(b) (i) Except as provided in Subsection (7)(b)(ii) to any other person for whom notice
is required under this section, service by certified mail, return receipt requested, is sufficient.
(ii) If the service described in Subsection (7)(b)(i) cannot be completed after two
attempts, the court may issue an order providing for service by publication, posting, or by any
other manner of service.
(c) Notice to a person who has initiated a paternity proceeding and filed notice of that
action with the state registrar of vital statistics in the Department of Health 
and Human
Services
 in accordance with the requirements of Subsection (3), shall be served by certified
mail, return receipt requested, at the last address filed with the registrar.
(8) The notice required by this section may be waived in writing by the person entitled
to receive notice.
(9) Proof of service of notice on all persons for whom notice is required by this section
shall be filed with the court before the final dispositional hearing on the adoption.
(10) Notwithstanding any other provision of law, neither the notice of an adoption
proceeding nor any process in that proceeding is required to contain the name of the person or
persons seeking to adopt the adoptee.
(11) Except as to those persons whose consent to an adoption is required under Section
78B-6-120
 or 
78B-6-121
, the sole purpose of notice under this section is to enable the person
served to:
(a) intervene in the adoption; and
(b) present evidence to the court relevant to the best interest of the child.
Section 118. Section 
78B-6-313
 is amended to read:
78B-6-313.
Contempt of process of nonjudicial officer -- Procedure.
(1) If a person, officer, referee, arbitrator, board, or committee with the authority to
compel the attendance of witnesses or the production of documents issues a subpoena and the
person to whom the subpoena is issued refuses to appear or produce the documents ordered, the
person shall be considered in contempt.
(2) 
(a)
 The person, officer, referee, arbitrator, board, or committee may report the
person to whom the subpoena is issued to the [
judge of the district
] court.
(b)
 The court may then issue a warrant of attachment or order to show cause to compel
the person's appearance.
(3) When a person charged has been brought up or has appeared, the person's contempt
may be purged in the same manner as other contempts mentioned in this part.
Section 119. Section 
78B-6-1303
 is amended to read:
78B-6-1303.
Lis pendens -- Notice.
(1) (a) Any party to an action filed in the United States District Court for the District of
Utah, the United States Bankruptcy Court for the District of Utah, [
or a Utah district court
] 
a
district court of this state, or the Business and Chancery Court of this state,
 that affects the title
to, or the right of possession of, real property may file a notice of pendency of action.
(b) A party that chooses to file a notice of pendency of action shall:
(i) first, file the notice with the court that has jurisdiction of the action; and
(ii) second, record a copy of the notice filed with the court with the county recorder in
the county where the property or any portion of the property is located.
(c) A person may not file a notice of pendency of action unless a case has been filed
and is pending in [
a United States or Utah district court
] 
the United States District Court for the
District of Utah, the United States Bankruptcy Court for the District of Utah, a district court of
this state, or the Business and Chancery Court of this state
.
(2) The notice shall contain:
(a) the caption of the case, with the names of the parties and the case number;
(b) the object of the action or defense; and
(c) the specific legal description of only the property affected.
(3) From the time of filing the notice, a purchaser, an encumbrancer of the property, or
any other party in interest that may be affected by the action is considered to have constructive
notice of pendency of action.
Section 120. Section 
78B-6-1904
 is amended to read:
78B-6-1904.
Action -- Enforcement -- Remedies -- Damages.
(1) 
(a)
 A target who has received a demand letter asserting patent infringement in bad
faith, or a person aggrieved by a violation of this part, may bring an action [
in district court
] 
in
a court with jurisdiction under Title 78A, Judiciary and Judicial Administration
.
(b)
 The court may award the following remedies to a target who prevails in an action
brought pursuant to this part:
[
(a)
] 
(i)
 equitable relief;
[
(b)
] 
(ii)
 actual damages;
[
(c)
] 
(iii)
 costs and fees, including reasonable attorney fees; and
[
(d)
] 
(iv)
 punitive damages in an amount to be established by the court, of not more
than the greater of $50,000 or three times the total of damages, costs, and fees.
(2) 
(a)
 The attorney general may conduct civil investigations and bring civil actions
pursuant to this part.
(b)
 In an action brought by the attorney general under this part, the court may award or
impose any relief [
it
] 
the court
 considers prudent, including the following:
[
(a)
] 
(i)
 equitable relief;
[
(b)
] 
(ii)
 statutory damages of not less than $750 per demand letter distributed in bad
faith; and
[
(c)
] 
(iii)
 costs and fees, including reasonable attorney fees, to the attorney general.
(3) This part may not be construed to limit other rights and remedies available to the
state or to any person under any other law.
(4) A demand letter or assertion of a patent infringement that includes a claim for relief
arising under 35 U.S.C. Sec. 271(e)(2) is not subject to the provisions of this part.
(5) The attorney general shall annually provide an electronic report to the Executive
Appropriations Committee regarding the number of investigations and actions brought under
this part. The report shall include:
(a) the number of investigations commenced;
(b) the number of actions brought under the provisions of this part;
(c) the current status of actions brought under Subsection (5)(b); and
(d) final resolution of actions brought under this part, including any recovery under
Subsection (2).
Section 121. Section 
78B-6-1905
 is amended to read:
78B-6-1905.
Bond.
(1) Upon motion by a target and a finding by the court that a target has established a
reasonable likelihood that a sponsor has made a bad faith assertion of patent infringement in a
demand letter in violation of this part, the court shall require the sponsor to post a bond in an
amount equal to a good faith estimate of the target's costs to litigate the claim under this part
and amounts reasonably likely to be recovered under Subsections [
78B-6-1904
(1)(b) and (c)
]
78B-6-1904
(1)(b)(ii) and (iii)
, conditioned upon payment of any amounts finally determined to
be due to the target.
(2) A hearing on the appropriateness and amount of a bond under this section shall be
held if either party requests it.
(3) A bond ordered pursuant to this section may not exceed $250,000. The court may
waive the bond requirement if it finds the sponsor has available assets equal to the amount of
the proposed bond or for other good cause shown.
Section 122. Section 
78B-21-102
 is amended to read:
78B-21-102.
Definitions.
As used in this chapter:
(1) "Affiliate" means:
(a) with respect to an individual:
(i) a companion of the individual;
(ii) a lineal ancestor or descendant, whether by blood or adoption, of:
(A) the individual; or
(B) a companion of the individual;
(iii) a companion of an ancestor or descendant described in Subsection (1)(a)(ii);
(iv) a sibling, aunt, uncle, great aunt, great uncle, first cousin, niece, nephew,
grandniece, or grandnephew of the individual, whether related by the whole or the half blood or
adoption, or a companion of a sibling, aunt, uncle, great aunt, great uncle, first cousin, niece,
nephew, grandniece, or grandnephew of the individual; or
(v) any other individual occupying the residence of the individual; and
(b) with respect to a person other than an individual:
(i) another person that directly or indirectly controls, is controlled by, or is under
common control with the person;
(ii) an officer, director, manager, member, partner, employee, or trustee or other
fiduciary of the person; or
(iii) a companion of, or an individual occupying the residence of, an individual
described in Subsection (1)(b)(i) or (ii).
(2) "Companion" means:
(a) the spouse of an individual;
(b) the domestic partner of an individual; or
(c) another individual in a civil union with an individual.
(3) "Court" means a [
district court in the state
] 
court of this state with jurisdiction over
the action under Title 78A, Judiciary and Judicial Administration
.
(4) "Executory contract" means a contract, including a lease, under which each party
has an unperformed obligation and the failure of a party to complete performance would
constitute a material breach.
(5) "Governmental unit" means an office, department, division, bureau, board,
commission, or other agency of this state or a subdivision of this state.
(6) "Lien" means an interest in property that secures payment or performance of an
obligation.
(7) "Mortgage" means a record, however denominated, that creates or provides for a
consensual lien on real property or rents, even if the mortgage also creates or provides for a lien
on personal property.
(8) "Mortgagee" means a person entitled to enforce an obligation secured by a
mortgage.
(9) "Mortgagor" means a person that grants a mortgage or a successor in ownership of
the real property described in the mortgage.
(10) "Owner" means the person for whose property a receiver is appointed.
(11) "Person" means an individual, estate, business or nonprofit entity, public
corporation, government or governmental subdivision, agency, or instrumentality, or other
legal entity.
(12) "Proceeds" means the following property:
(a) whatever is acquired on the sale, lease, license, exchange, or other disposition of
receivership property;
(b) whatever is collected on, or distributed on account of, receivership property;
(c) rights arising out of receivership property;
(d) to the extent of the value of receivership property, claims arising out of the loss,
nonconformity, or interference with the use of, defects or infringement of rights in, or damage
to the property; or
(e) to the extent of the value of receivership property and to the extent payable to the
owner or mortgagee, insurance payable by reason of the loss or nonconformity of, defects or
infringement of rights in, or damage to the property.
(13) "Property" means all of a person's right, title, and interest, both legal and
equitable, in real and personal property, tangible and intangible, wherever located and however
acquired. The term includes proceeds, products, offspring, rents, or profits of or from the
property.
(14) "Receiver" means a person appointed by the court as the court's agent, and subject
to the court's direction, to take possession of, manage, and, if authorized by this chapter or
court order, transfer, sell, lease, license, exchange, collect, or otherwise dispose of receivership
property.
(15) "Receivership" means a proceeding in which a receiver is appointed.
(16) "Receivership property" means the property of an owner that is described in the
order appointing a receiver or a subsequent order. The term includes any proceeds, products,
offspring, rents, or profits of or from the property.
(17) "Record" means, when used as a noun, information that is inscribed on a tangible
medium or that is stored on an electronic or other medium and is retrievable in perceivable
form.
(18) "Rents" means:
(a) sums payable for the right to possess or occupy, or for the actual possession or
occupation of, real property of another person;
(b) sums payable to a mortgagor under a policy of rental-interruption insurance
covering real property;
(c) claims arising out of a default in the payment of sums payable for the right to
possess or occupy real property of another person;
(d) sums payable to terminate an agreement to possess or occupy real property of
another person;
(e) sums payable to a mortgagor for payment or reimbursement of expenses incurred in
owning, operating, and maintaining real property or constructing or installing improvements on
real property; or
(f) other sums payable under an agreement relating to the real property of another
person which constitute rents under law of the state other than this chapter.
(19) "Secured obligation" means an obligation the payment or performance of which is
secured by a security agreement.
(20) "Security agreement" means an agreement that creates or provides for a lien.
(21) "Sign" means, with present intent to authenticate or adopt a record:
(a) to execute or adopt a tangible symbol; or
(b) to attach to or logically associate with the record an electronic sound, symbol, or
process.
Section 123. 
Repealer.
This bill repeals:
Section 
3-1-20.2
,
Procedure for judicial dissolution.
Section 
16-6a-1415
,
Procedure for judicial dissolution.
Section 
16-10a-1431
,
Procedure for judicial dissolution.
Section 
34-34-14
,
Jurisdiction.
Section 
78B-3-305
,
Transitory actions -- Residence of corporations.
Section 
78B-3-306
,
Arising without this state in favor of resident.
Section 
78B-3-308
,
Change of venue -- Conditions precedent.
Section 
78B-3-309
,
Grounds.
Section 
78B-3-310
,
Court to which transfer is to be made.
Section 
78B-3-311
,
Duty of clerk -- Fees and costs -- Effect on jurisdiction.
Section 124. 
Effective date.
This bill takes effect on July 1, 2024.
Section 125. 
 Coordinating H.B. 251 with S.B. 129 -- Superseding technical and
substantive amendments.
If this H.B. 251 and S.B. 129, Judiciary Amendments, both pass and become law, the
Legislature intends that, on July 1, 2024, the Office of Legislative Research and General
Counsel prepare the Utah Code database for publication as follows:
(1) the amendments to Section 
31A-5-414
 in H.B. 251 supersede the amendments to
Section 
31A-5-414
 in S.B. 129;
(2) the amendments to Section 
31A-5-415
 in H.B. 251 supersede the amendments to
Section 
31A-5-415
 in S.B. 129; and
(3) the amendments to Section 
31A-16-111
 in H.B. 251 supersede the amendments to
Section 
31A-16-111
 in S.B. 129.
Section 126. 
Revisor instructions.
The Legislature intends that the Office of Legislative Research and General Counsel, in
preparing the Utah Code database for publication, not enroll this bill if H.B. 216, Business and
Chancery Court Amendments, does not pass.