2006 Utah Code - 16-10a-1008.5 — Conversion to a nonprofit corporation.

     16-10a-1008.5.   Conversion to a nonprofit corporation.
     (1) (a) A corporation may convert to a nonprofit corporation subject to Title 16, Chapter 6a, Utah Revised Nonprofit Corporation Act, by filing an amendment of its articles of incorporation pursuant to this section.
     (b) The day on which a corporation files an amendment under this section, the corporation becomes a nonprofit corporation subject to Title 16, Chapter 6a, Utah Revised Nonprofit Corporation Act.
     (2) The amendment of the articles of incorporation to convert to a nonprofit corporation shall:
     (a) revise the statement of purposes of the corporation;
     (b) delete:
     (i) the authorization for shares; and
     (ii) any provision relating to authorized or issued shares;
     (c) if any shares have been issued, provide for:
     (i) the cancellation of issued shares; or
     (ii) the conversion of the shares to membership interests in the nonprofit corporation; and
     (d) make such other changes as may be necessary or desired.
     (3) If the corporation has issued shares, an amendment to convert to a nonprofit corporation shall be approved by all of the outstanding shares of all classes of shares regardless of limitations or restrictions on the voting rights of the shares.
     (4) If an amendment pursuant to this section is included in a merger agreement, this section applies, except that any provision for the cancellation or conversion of shares shall be set forth in the merger agreement and not in the amendment of the articles of incorporation.

Enacted by Chapter 300, 2000 General Session