31A-5-407 - Board of directors. - Utah Statutes

31A-5-407. Board of directors.
(1) Subject to this section, Sections 16-10a-801 through 16-10a-803, 16-10a-805, and16-10a-811 apply to the board of directors of a stock corporation and Sections 16-6a-802 and16-6a-805 apply to the governing board and trustees of mutuals.
(2) A majority of the directors shall be residents of this state unless the commissioner issatisfied that the corporation's financial condition, management, and other circumstances giveassurance that the interests of insureds and the public will not be endangered by the majoritybeing nonresidents.
(3) Employees and agents of a corporation that receive more than 10% of their incomefrom the corporation, and persons related to any of them within the second degree by blood ormarriage, if directors, are considered "inside directors." Inside directors may not constitute amajority of the corporation's board.
(4) Subsections (2) and (3) and the required number of directors for committees underSubsection 31A-5-412(1) do not apply to an insurance subsidiary authorized under Subsection31A-5-218(1), nor to a stock insurance corporation, more than 50% of whose outstanding sharesentitled to vote are owned or controlled by a single person or all of whose voting shareholders areeither members of or are individually represented on the board.
(5) If the directors of a corporation are divided into classes by the articles or the bylaws,no class may contain fewer than one-third of the total number of directors. Subject to thisrequirement, Section 16-10a-804 applies to the classification of directors of stock corporations. When classes of trustees or directors are provided in a mutual corporation, the terms of office ofthe several classes need not be uniform.
(6) The board shall manage the business and affairs of the corporation and may notdelegate its power or responsibility, except as authorized by Section 31A-5-412.
(7) Section 16-10a-824 applies to the determination of a quorum of directors of a stockcorporation and Section 16-6a-816 applies to the determination of a quorum of trustees for amutual, except as specifically provided otherwise in this title.
(8) (a) Sections 16-10a-820 and 16-10a-821 apply to the meetings and action without ameeting of the board of directors of stock corporations.
(b) Sections 16-6a-812 through 16-6a-819 apply to the meetings and notice of mutuals.
(9) Sections 16-10a-1601 through 16-10a-1604 apply to stock corporations and Section16-6a-1602 applies to mutuals regarding the examination of books and records of these entities.

Amended by Chapter 300, 2000 General Session