2006 Utah Code - 16-6a-808 — Removal of directors.

     16-6a-808.   Removal of directors.
     (1) Directors elected by voting members or directors may be removed as provided in Subsections (1)(a) through (g).
     (a) The voting members may remove one or more directors elected by them with or without 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 the vote to remove that director.
     (c) A director may be removed only if the number of votes cast to remove the director would 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 is removal 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 of directors may be removed with or without cause by the vote of a majority of the directors then in office 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 by the voting members may be removed without cause by the voting members but not the board of directors.
     (g) Notwithstanding Subsections (1)(a) through (f), if provided in the bylaws, any director no longer qualified to serve, under standards set forth in the bylaws, may be removed by a vote of a majority of the directors then in office or such greater number as set forth in the bylaws.
     (h) A director who is removed pursuant to this section may deliver to the division for filing 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 the director;
     (b) the person described in Subsection (2)(a) shall remove the director by giving written notice 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 effective date, 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 by an amendment to the bylaws deleting or changing the designation.
     (4) Removal of a director under this section shall not be affected by Subsection 16-6a-805(5).

Amended by Chapter 127, 2001 General Session