16-10a-852 - Directors' action. - Utah Statutes

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Statutes > Utah > Title-16 > Chapter-10a > 16-10a-852

16-10a-852. Directors' action.
(1) Directors' action respecting a transaction is taken for purposes of Subsection16-10a-851(2)(a) if the transaction received the affirmative vote of a majority of those qualifieddirectors on the board of directors or on a duly empowered committee of the board who voted onthe transaction after either required disclosure to them, to the extent the information was notknown by them, or compliance with Subsection (2), provided that action by a committee iseffective under this subsection only if:
(a) all its members are qualified directors; and
(b) its members are either all of the qualified directors or are appointed by the affirmativevote of a majority of the qualified directors.
(2) If a director has a conflicting interest respecting a transaction, but neither the directornor a related person of the director is a party to the transaction, and if the director has a dutyunder law or professional canon, or a duty of confidentiality to another person, respectinginformation relating to the transaction so that the director may not make the disclosure describedin Section 16-10a-850(4)(b), then disclosure is sufficient for purposes of Subsection (1) if thedirector discloses to the directors voting on the transaction, before their vote, the existence andnature of the conflicting interest and informs them of the character and limitations imposed by thatduty.
(3) A majority of the qualified directors on the board of directors or on the committee, asthe case may be, constitutes a quorum for purposes of action that complies with this section. Directors' action that otherwise complies with this section is not affected by the presence or voteof a director who is not a qualified director.

Enacted by Chapter 277, 1992 General Session

State Codes and Statutes

Statutes > Utah > Title-16 > Chapter-10a > 16-10a-852

16-10a-852. Directors' action.
(1) Directors' action respecting a transaction is taken for purposes of Subsection16-10a-851(2)(a) if the transaction received the affirmative vote of a majority of those qualifieddirectors on the board of directors or on a duly empowered committee of the board who voted onthe transaction after either required disclosure to them, to the extent the information was notknown by them, or compliance with Subsection (2), provided that action by a committee iseffective under this subsection only if:
(a) all its members are qualified directors; and
(b) its members are either all of the qualified directors or are appointed by the affirmativevote of a majority of the qualified directors.
(2) If a director has a conflicting interest respecting a transaction, but neither the directornor a related person of the director is a party to the transaction, and if the director has a dutyunder law or professional canon, or a duty of confidentiality to another person, respectinginformation relating to the transaction so that the director may not make the disclosure describedin Section 16-10a-850(4)(b), then disclosure is sufficient for purposes of Subsection (1) if thedirector discloses to the directors voting on the transaction, before their vote, the existence andnature of the conflicting interest and informs them of the character and limitations imposed by thatduty.
(3) A majority of the qualified directors on the board of directors or on the committee, asthe case may be, constitutes a quorum for purposes of action that complies with this section. Directors' action that otherwise complies with this section is not affected by the presence or voteof a director who is not a qualified director.

Enacted by Chapter 277, 1992 General Session

State Codes and Statutes

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State Codes and Statutes

Statutes > Utah > Title-16 > Chapter-10a > 16-10a-852

16-10a-852. Directors' action.
(1) Directors' action respecting a transaction is taken for purposes of Subsection16-10a-851(2)(a) if the transaction received the affirmative vote of a majority of those qualifieddirectors on the board of directors or on a duly empowered committee of the board who voted onthe transaction after either required disclosure to them, to the extent the information was notknown by them, or compliance with Subsection (2), provided that action by a committee iseffective under this subsection only if:
(a) all its members are qualified directors; and
(b) its members are either all of the qualified directors or are appointed by the affirmativevote of a majority of the qualified directors.
(2) If a director has a conflicting interest respecting a transaction, but neither the directornor a related person of the director is a party to the transaction, and if the director has a dutyunder law or professional canon, or a duty of confidentiality to another person, respectinginformation relating to the transaction so that the director may not make the disclosure describedin Section 16-10a-850(4)(b), then disclosure is sufficient for purposes of Subsection (1) if thedirector discloses to the directors voting on the transaction, before their vote, the existence andnature of the conflicting interest and informs them of the character and limitations imposed by thatduty.
(3) A majority of the qualified directors on the board of directors or on the committee, asthe case may be, constitutes a quorum for purposes of action that complies with this section. Directors' action that otherwise complies with this section is not affected by the presence or voteof a director who is not a qualified director.

Enacted by Chapter 277, 1992 General Session