16-6a-814. Notice of meeting

(1) (a) A nonprofit corporation shall give to each director entitled to vote at an annual meeting notice of the annual meeting consistent with the nonprofit corporation's bylaws in a fair and reasonable manner.
      (b) Any notice that conforms to the requirements of Subsection (1)(c) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered.
      (c) Notice under Subsection (1)(a) is fair and reasonable if the nonprofit corporation notifies each director of the place, date, and time of the annual meeting:
            (i) no fewer than 10 days before the meeting, unless otherwise provided by the bylaws;
            (ii) if notice is mailed by other than first-class or registered mail, no fewer than 30 days, nor more than 60 days before the meeting date; and
            (iii) if notice is given:
                  (A) by newspaper as provided in Subsection 16-6a-103(2)(b)(i)(A), by publication three separate times with:
                        (I) the first of the publications no more than 60 days before the meeting date; and
                        (II) the last of the publications no fewer than 10 days before the meeting date; and
                  (B) (I) as provided in Subsection 16-6a-103(2)(b)(i)(B); and
                        (II) for 60 days before the meeting date.

(2) Unless otherwise provided in this chapter or in the bylaws, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.

(3) (a) Unless the bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two days notice of the date, time, and place of the meeting.
      (b) The notice required by Subsection (3)(a) need not describe the purpose of the special meeting unless otherwise required by this chapter or the bylaws. 

Amended 2009, ch. 388; 2015, ch. 240, eff. May 12, 2015.

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