STATE STATUTES & CODES
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UTAH STATUTES AND CODES
16-10a-853 - Shareholders' action.
16-10a-853. Shareholders' action.
(1) Shareholders' action respecting a transaction is effective for purposes of Subsection16-10a-851(2)(b) if a quorum existed pursuant to Subsection (2) and a majority of the votesentitled to be cast by holders of qualified shares present in person or by proxy at the meeting werecast in favor of the transaction after notice to shareholders describing the director's conflictinginterest transaction, provision of the information referred to in Subsection (3), and requireddisclosure to the shareholders who voted on the transaction, to the extent the information was notknown by them.
(2) A majority of the votes entitled to be cast by the holders of all qualified sharesconstitutes a quorum for purposes of action that complies with this section. Subject to theprovisions of Subsections (3) and (4), shareholders' action that otherwise complies with thissection is not affected by the presence of holders of, or the voting of, shares that are not qualifiedshares.
(3) For purposes of compliance with Subsection (1), a director who has a conflictinginterest respecting the transaction shall, before the shareholders vote, inform the secretary or otherofficer or agent of the corporation authorized to tabulate votes of the number and the identity ofpersons holding or controlling the vote, of all shares that the director knows are beneficiallyowned, or the voting of which is controlled, by the director or by a related person of the director,or both.
(4) If a shareholders' vote does not comply with Subsection (1) solely because of a failureof a director to comply with Subsection (3), and if the director establishes that the failure did notdetermine and was not intended by him to influence the outcome of the vote, the court may, withor without further proceedings under Subsection 16-10a-851(2)(c), take any action respecting thetransaction and the director, and give any effect to the shareholders' vote, as it considersappropriate in the circumstances.
(1) Shareholders' action respecting a transaction is effective for purposes of Subsection16-10a-851(2)(b) if a quorum existed pursuant to Subsection (2) and a majority of the votesentitled to be cast by holders of qualified shares present in person or by proxy at the meeting werecast in favor of the transaction after notice to shareholders describing the director's conflictinginterest transaction, provision of the information referred to in Subsection (3), and requireddisclosure to the shareholders who voted on the transaction, to the extent the information was notknown by them.
(2) A majority of the votes entitled to be cast by the holders of all qualified sharesconstitutes a quorum for purposes of action that complies with this section. Subject to theprovisions of Subsections (3) and (4), shareholders' action that otherwise complies with thissection is not affected by the presence of holders of, or the voting of, shares that are not qualifiedshares.
(3) For purposes of compliance with Subsection (1), a director who has a conflictinginterest respecting the transaction shall, before the shareholders vote, inform the secretary or otherofficer or agent of the corporation authorized to tabulate votes of the number and the identity ofpersons holding or controlling the vote, of all shares that the director knows are beneficiallyowned, or the voting of which is controlled, by the director or by a related person of the director,or both.
(4) If a shareholders' vote does not comply with Subsection (1) solely because of a failureof a director to comply with Subsection (3), and if the director establishes that the failure did notdetermine and was not intended by him to influence the outcome of the vote, the court may, withor without further proceedings under Subsection 16-10a-851(2)(c), take any action respecting thetransaction and the director, and give any effect to the shareholders' vote, as it considersappropriate in the circumstances.
Enacted by Chapter 277, 1992 General Session
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