State Codes and Statutes
Statutes > Utah > Title-07 > Chapter-07 > 7-7-137-7-13. Board of directors -- Number -- Election -- Qualifications --Disqualification -- Terms -- Vacancies -- Removal.
(1) The business of the association shall be directed by a board of directors of not less thanfive nor more than 15 individuals, who are at least 21 years of age, elected by the members orstockholders by a plurality of the votes of the members or stockholders present or voting byproxy, at a duly called meeting of members or stockholders. Directors are not required to beresidents of this state or members or stockholders of the association unless its articles ofincorporation or bylaws require it.
(2) Except with the written consent of the commissioner, no person who is a bankrupt orwho has been convicted of a criminal offense involving dishonesty or a breach of trust, shall beeligible for election or shall serve as a director or officer of an association. A director shallautomatically cease to be a director when he is adjudicated a bankrupt or is convicted of acriminal offense as herein provided, but no action of the board of directors shall be invalidatedthrough the participation of the director in the action.
(3) The authorized number of directors determined by the members or stockholders orspecified in the articles of incorporation or bylaws within the limits specified in this section maysubsequently be increased or decreased only by vote of the members or stockholders.
(4) In lieu of electing the whole number of directors at one time, the articles ofincorporation or bylaws of an association may provide that the directors be divided into either twoor three classes, each class to be as nearly equal in number as possible. If divided into classes, theterms of office of directors of the first class shall expire at the next annual meeting of members orstockholders; those of the second class shall expire at the second annual meeting, and those of thethird class, if any, shall expire at the third annual meeting after the election from which the termsbegan. At each annual meeting after the classification, the number of directors equal to thenumber of directors whose terms expire at the time of the meeting shall be elected to hold officeuntil the second succeeding annual meeting if there be two classes, or until the third succeedingannual meeting if there be three classes.
(5) Any vacancy among directors, not filled by the members or stockholders, may befilled by a majority vote of the remaining directors, though less than a quorum, by electing adirector to serve until the next annual meeting of the members or stockholders, at which time adirector shall be elected to fill the vacancy. In the event of a vacancy on the board of directorsfrom any cause, the remaining directors shall have full power and authority to continue directionof the association until the vacancy is filled.
(6) The term of office of each director shall extend for such time as may be specified inthe articles of incorporation or bylaws of the association or as may be specified at the election ofsuch director, unless the directors are classified under Subsection (4) above.
(7) At a meeting called expressly for that purpose, one or more directors or the entireboard of directors may be removed with or without cause, by a vote of the majority of the totalvotes eligible to be cast by members or stockholders at the meeting. In the case of an associationhaving cumulative voting, if less than the entire board is to be removed, no one of the directorsmay be removed if sufficient votes are cast against his removal which, if then cumulatively votedat an election of the entire board of directors, or, if there be classes of directors, at an election ofthe class of directors of which he is a part, would be sufficient to elect him.
Amended by Chapter 8, 1983 General Session
