State Codes and Statutes
Statutes > Utah > Title-07 > Chapter-07 > 7-7-117-7-11. Meetings of stock association stockholders -- Voting -- Notice.
(1) An annual meeting of the stockholders of each capital stock association shall be heldat the time and place fixed in the bylaws of the association. Special meetings may be called asprovided in the bylaws.
(2) The stockholders entitled to vote at any meeting of the stockholders shall be thosewho are stockholders of record on a date fixed in advance by the board of directors. The recorddate shall be not more than 60 days and not less than 20 days before the date of the meeting. Ifthe board of directors fails to fix the date by the 20th day preceding the meeting, the record dateshall be the 20th day preceding the meeting. When a determination of stockholders entitled tovote at any meeting has been made as provided in this section, the determination shall apply toany adjournment of the meeting.
(3) In the determination of all questions requiring action by the stockholders, eachstockholder shall be entitled to cast one vote for each share of voting stock recorded in his nameon the books of the association on the record date fixed as provided in this section. The articlesof incorporation or bylaws of an association may, but need not, provide that at each election fordirectors every stockholder entitled to vote at the election has the right to vote the number ofshares owned by him for as many persons as there are directors to be elected and for whoseelection he has a right to vote or to cumulate his votes by giving one candidate as many votes asthe number of the directors to be elected multiplied by the number of his shares shall equal, or bydistributing the votes on the same principle among any number of candidates.
(4) At any meeting of the stockholders and members, voting may be in person or byproxy, but no proxy shall be eligible to be voted at any meeting unless the proxy shall have beenfiled with the secretary of the association, for verification, at least five days before the date of themeeting. Every proxy shall be in writing and signed by the stockholder or member or his dulyauthorized attorney-in-fact and, when filed with the secretary, shall, if so specified in the proxy,continue in force from year to year until revoked by a writing duly delivered to the secretary oruntil superseded by subsequent proxies.
(5) At an annual meeting or at any special meeting of the stockholders, a majority of theoutstanding shares of the association entitled to vote, represented in person or by proxy,constitutes a quorum. A majority of all votes cast at any meeting of stockholders shall determineany question unless this chapter specifically provides otherwise.
(6) A capital stock association may by its articles of incorporation or bylaws grantmembership rights to one or more classes of persons who are either borrowers from or havesavings accounts with the association. Each such member may, but need not, be given the rightto vote as a member and, if given that right, shall enjoy the same voting rights as a holder of oneshare of capital stock.
(7) No notice of annual meetings of stockholders need be given. Notice of each specialmeeting of stockholders shall state the purposes for which the meeting is called, the place ofmeeting, and the time when it shall convene, and shall be delivered not less than 10 nor morethan 50 days before the date of the meeting, either personally or by mail, to each stockholder ofrecord entitled to vote at such meeting; provided, however, that if all the stockholders entitled tovote, vote in favor of an action at any meeting of the stockholders, no notice need be given. Ifmailed, notice is considered to be delivered when deposited in the United States mail addressedto the stockholder at his address as it appears on the stock transfer books of the association, withpostage on the notice prepaid.
Amended by Chapter 244, 1985 General Session
