16-6a-1006 - Restated articles of incorporation. - Utah Statutes

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16-6a-1006. Restated articles of incorporation.
(1) (a) The board of directors may restate the articles of incorporation at any time with orwithout member action.
(b) The incorporators of a nonprofit corporation may restate the articles of incorporation atany time if the nonprofit corporation:
(i) has no members; and
(ii) no directors have been chosen.
(2) (a) The restatement may include one or more amendments to the articles ofincorporation.
(b) Notwithstanding Subsection (1), if the restatement includes an amendment requiringmember approval, it shall be adopted as provided in Section 16-6a-1003.
(3) (a) If the board of directors submits a restatement for member action, the nonprofitcorporation shall give notice, in accordance with Section 16-6a-704, to each member entitled tovote on the restatement of the members' meeting at which the restatement will be voted upon.
(b) The notice required by Subsection (3)(a) shall:
(i) state that the purpose, or one of the purposes, of the meeting is to consider therestatement; and
(ii) contain or be accompanied by a copy of the restatement that identifies anyamendment or other change it would make in the articles of incorporation.
(4) A nonprofit corporation restating its articles of incorporation shall deliver to thedivision for filing articles of restatement setting forth:
(a) the name of the nonprofit corporation;
(b) the text of the restated articles of incorporation;
(c) if the restatement contains an amendment to the articles of incorporation that wasadopted by the members, the information required by Subsection 16-6a-1005(5); and
(d) if the restatement was adopted by the board of directors or incorporators withoutmember action, a statement to that effect and that member action was not required.
(5) Upon filing by the division or at any later effective date determined pursuant toSection 16-6a-108, restated articles of incorporation supersede the original articles ofincorporation and all prior amendments to the original articles of incorporation.

Enacted by Chapter 300, 2000 General Session

State Codes and Statutes

Statutes > Utah > Title-16 > Chapter-06a > 16-6a-1006

16-6a-1006. Restated articles of incorporation.
(1) (a) The board of directors may restate the articles of incorporation at any time with orwithout member action.
(b) The incorporators of a nonprofit corporation may restate the articles of incorporation atany time if the nonprofit corporation:
(i) has no members; and
(ii) no directors have been chosen.
(2) (a) The restatement may include one or more amendments to the articles ofincorporation.
(b) Notwithstanding Subsection (1), if the restatement includes an amendment requiringmember approval, it shall be adopted as provided in Section 16-6a-1003.
(3) (a) If the board of directors submits a restatement for member action, the nonprofitcorporation shall give notice, in accordance with Section 16-6a-704, to each member entitled tovote on the restatement of the members' meeting at which the restatement will be voted upon.
(b) The notice required by Subsection (3)(a) shall:
(i) state that the purpose, or one of the purposes, of the meeting is to consider therestatement; and
(ii) contain or be accompanied by a copy of the restatement that identifies anyamendment or other change it would make in the articles of incorporation.
(4) A nonprofit corporation restating its articles of incorporation shall deliver to thedivision for filing articles of restatement setting forth:
(a) the name of the nonprofit corporation;
(b) the text of the restated articles of incorporation;
(c) if the restatement contains an amendment to the articles of incorporation that wasadopted by the members, the information required by Subsection 16-6a-1005(5); and
(d) if the restatement was adopted by the board of directors or incorporators withoutmember action, a statement to that effect and that member action was not required.
(5) Upon filing by the division or at any later effective date determined pursuant toSection 16-6a-108, restated articles of incorporation supersede the original articles ofincorporation and all prior amendments to the original articles of incorporation.

Enacted by Chapter 300, 2000 General Session

State Codes and Statutes

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State Codes and Statutes

Statutes > Utah > Title-16 > Chapter-06a > 16-6a-1006

16-6a-1006. Restated articles of incorporation.
(1) (a) The board of directors may restate the articles of incorporation at any time with orwithout member action.
(b) The incorporators of a nonprofit corporation may restate the articles of incorporation atany time if the nonprofit corporation:
(i) has no members; and
(ii) no directors have been chosen.
(2) (a) The restatement may include one or more amendments to the articles ofincorporation.
(b) Notwithstanding Subsection (1), if the restatement includes an amendment requiringmember approval, it shall be adopted as provided in Section 16-6a-1003.
(3) (a) If the board of directors submits a restatement for member action, the nonprofitcorporation shall give notice, in accordance with Section 16-6a-704, to each member entitled tovote on the restatement of the members' meeting at which the restatement will be voted upon.
(b) The notice required by Subsection (3)(a) shall:
(i) state that the purpose, or one of the purposes, of the meeting is to consider therestatement; and
(ii) contain or be accompanied by a copy of the restatement that identifies anyamendment or other change it would make in the articles of incorporation.
(4) A nonprofit corporation restating its articles of incorporation shall deliver to thedivision for filing articles of restatement setting forth:
(a) the name of the nonprofit corporation;
(b) the text of the restated articles of incorporation;
(c) if the restatement contains an amendment to the articles of incorporation that wasadopted by the members, the information required by Subsection 16-6a-1005(5); and
(d) if the restatement was adopted by the board of directors or incorporators withoutmember action, a statement to that effect and that member action was not required.
(5) Upon filing by the division or at any later effective date determined pursuant toSection 16-6a-108, restated articles of incorporation supersede the original articles ofincorporation and all prior amendments to the original articles of incorporation.

Enacted by Chapter 300, 2000 General Session