16-6a-808 - Removal of directors. - Utah Statutes

16-6a-808. Removal of directors.
(1) Directors elected by voting members or directors may be removed as provided inSubsections (1)(a) through (g).
(a) The voting members may remove one or more directors elected by them with orwithout cause unless the bylaws provide that directors may be removed only for cause.
(b) If a director is elected by a voting group, only that voting group may participate in thevote to remove that director.
(c) A director may be removed only if the number of votes cast to remove the directorwould be sufficient to elect the director at a meeting to elect directors.
(d) A director elected by voting members may be removed by the voting members only:
(i) at a meeting called for the purpose of removing that director; and
(ii) if the meeting notice states that the purpose, or one of the purposes, of the meeting isremoval of the director.
(e) An entire board of directors may be removed under Subsections (1)(a) through (d).
(f) (i) Except as provided in Subsection (1)(f)(ii), a director elected by the board ofdirectors may be removed with or without cause by the vote of a majority of the directors then inoffice or such greater number as is set forth in the bylaws.
(ii) A director elected by the board of directors to fill the vacancy of a director elected bythe voting members may be removed without cause by the voting members but not the board ofdirectors.
(g) Notwithstanding Subsections (1)(a) through (f), if provided in the bylaws, anydirector no longer qualified to serve, under standards set forth in the bylaws, may be removed bya vote of a majority of the directors then in office or such greater number as set forth in thebylaws.
(h) A director who is removed pursuant to this section may deliver to the division forfiling a statement to that effect pursuant to Section 16-6a-1608.
(2) Unless otherwise provided in the bylaws:
(a) an appointed director may be removed without cause by the person appointing thedirector;
(b) the person described in Subsection (2)(a) shall remove the director by giving writtennotice of the removal to:
(i) the director; and
(ii) the nonprofit corporation; and
(c) unless the written notice described in Subsection (2)(b) specifies a future effectivedate, a removal is effective when the notice is received by both:
(i) the director to be removed; and
(ii) the nonprofit corporation.
(3) A designated director, as provided in Subsection 16-6a-804(5), may be removed byan amendment to the bylaws deleting or changing the designation.
(4) Removal of a director under this section is not affected by Subsection 16-6a-805(5).

Amended by Chapter 378, 2010 General Session