16-6a-709 - Action by written ballot. - Utah Statutes

16-6a-709. Action by written ballot.
(1) Unless otherwise provided by the bylaws, any action that may be taken at any annual,regular, or special meeting of members may be taken without a meeting if the nonprofitcorporation delivers a written ballot to every member entitled to vote on the matter.
(2) A written ballot described in Subsection (1) shall:
(a) set forth each proposed action; and
(b) provide an opportunity to vote for or against each proposed action.
(3) (a) Approval by written ballot pursuant to this section shall be valid only when:
(i) the time, as determined under Subsection (8), by which all ballots must be received bythe nonprofit corporation has passed so that a quorum can be determined; and
(ii) the number of approvals equals or exceeds the number of votes that would berequired to approve the matter at a meeting at which the total number of votes cast was the sameas the number of votes cast by ballot.
(b) Unless otherwise provided in this chapter or in accordance with Section 16-6a-716,for purposes of taking action by written ballot the number of votes cast by written ballot pursuantto this section constitute a quorum for action on the matter.
(4) All solicitations for votes by written ballot shall:
(a) indicate the number of responses needed to meet the quorum requirements;
(b) state the percentage of approvals necessary to approve each matter other than electionof directors;
(c) specify the time by which a ballot must be received by the nonprofit corporation inorder to be counted; and
(d) be accompanied by written information sufficient to permit each person casting theballot to reach an informed decision on the matter.
(5) Unless otherwise provided by the bylaws, a written ballot may not be revoked.
(6) Action taken under this section has the same effect as action taken at a meeting ofmembers and may be described as such in any document.
(7) Unless otherwise provided by the bylaws, a written ballot delivered to every memberentitled to vote on the matter or matters therein, as described in this section, may also be used inconnection with any annual, regular, or special meeting of members, thereby allowing membersthe choice of either voting in person or by written ballot delivered by a member to the nonprofitcorporation in lieu of attendance at such meeting. Any written ballot shall comply with therequirements of Subsection (2) and shall be counted equally with the votes of members inattendance at any meeting for every purpose, including satisfaction of a quorum requirement.
(8) (a) Members shall be provided a fair and reasonable amount of time before the day onwhich the nonprofit corporation must receive ballots.
(b) An amount of time is considered to be fair and reasonable if:
(i) members are given at least 15 days from the day on which the notice is mailed, if thenotice is mailed by first-class or registered mail;
(ii) members are given at least 30 days from the day on which the notice is mailed, if thenotice is mailed by other than first-class or registered mail; or
(iii) considering all the circumstances, the amount of time is otherwise reasonable.

Amended by Chapter 378, 2010 General Session