(1) Unless the bylaws eliminate the requirement for holding an annual meeting, a nonprofit corporation that does not have voting members shall hold a meeting of the directors annually:
(a) at a time and date stated in or fixed in accordance with the bylaws; or
(b) if a time and date is not stated in or fixed in accordance with the bylaws, at a time and date stated in or fixed in accordance with a resolution of the board of directors.
(2) The board of directors may hold regular or special meetings in or out of this state.
(3) (a) Unless otherwise provided in the bylaws, the board of directors may permit any director to participate in a meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other during the meeting.
(b) A director participating in a meeting by a means permitted under Subsection (2) is considered to be present in person at the meeting.
(4) The failure to hold an annual or regular meeting at the time and date determined pursuant to Subsection (1) or (2) does not:
(a) affect the validity of any corporate action; or
(b) result in forfeiture or dissolution of the nonprofit corporation.
Amended by Chapter 228, 2006 General Session
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