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Utah Revised Nonprofit Corporation Act

16-6a-701. Annual and regular meetings

(1) Unless the bylaws eliminate the requirement for holding an annual meeting, a nonprofit corporation that has voting members shall hold a meeting of the voting members 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) A nonprofit corporation with members may hold regular membership meetings at:
     (a) 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.

(3) (a) Annual and regular membership meetings may be held in or out of this state:
            (i) at the place stated in or fixed in accordance with the bylaws; or
            (ii) if no place is stated in or fixed in accordance with the bylaws, at a place stated in or fixed in accordance with a resolution of the board of directors.
     (b) If no place is stated or fixed in accordance with Subsection (3)(a), annual and regular meetings shall be held at the nonprofit corporation's principal office.

(4) The failure to hold an annual or regular meeting at the time and date determined pursuant to Subsection (1) does not:
     (a) affect the validity of any corporate action; or
     (b) work a forfeiture or dissolution of the nonprofit corporation. 

Enacted by Chapter 300, 2000 General Session

For a description of things an association is required to do annually, see Index, annual obligations of associations.

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Questions and Answers   

wcraigw
# Meaning of “stated in” — wcraigw 2023-05-26 10:19
Does “stated in” mean any statement? If so would a statement like

The Association shall hold an annual meeting of the Members at a date, time, and place determined by the Board.

be acceptable.




The Board shall choose the date, time, and place of the annual meeting” meet this requirement?
Curtis G. Kimble, esq.
# RE: Meaning of "stated in" — Curtis G. Kimble, esq. 2023-05-26 11:47
Yes, either statement in the bylaws or a resolution would suffice because the time and date of the meeting is "fixed" in accordance with a process in a resolution or the bylaws, pursuant to subsection (1) of the statute above. Although, just to be clear as to when the time and date of the meeting will be set, I would add something like "and stated in a notice of the meeting delivered to all members in accordance with the bylaws and the law."

So, something like, "The Association shall hold an annual meeting of the Members at a date, time, and place determined by the Board and stated in a notice of the meeting delivered to all members in accordance with the bylaws and the law."

Or, "The Association shall hold an annual meeting of Members each year on the day and at a time and place within the state of Utah stated in the notice of such meeting."

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