Utah: Corporate Board Meeting and Written-Consent Requirements

Requirements one by one

The board ordinarily directs the corporation

The Utah Revised Business Corporation Act puts corporate power and management
under a natural-person board in §§ 16-10a-801 to -803. Board size is not simply
“one or more” after shares issue. The ordinary minimum is three directors.
Before shares issue, the board may have one or more; while fewer than three
shareholders may vote for directors, the board may instead have at least as
many directors as those shareholders.

Ordinary callers and adjournment depend on the governing documents

Section 16-10a-820 allows regular and special meetings in or outside Utah but
does not name a default caller or adjournment procedure. Section 16-10a-206
permits consistent bylaws to regulate corporate affairs, including emergency
management. A majority of named initial directors has only a formation-stage
power to call the organizational meeting under § 16-10a-205; the Act supplies
no separate later emergency-board call, quorum, or substitute-director route.

Special meetings default to two days' notice

The ordinary notice, waiver, quorum, vote, and dissent provisions are
§§ 16-10a-822 to -824.
Regular meetings need no notice unless the articles, bylaws, or chapter says
otherwise. Section 16-10a-822 requires at least two days' notice of the date,
time, and place of a special meeting unless the articles or bylaws set a longer
or shorter period. Purpose is unnecessary unless the governing documents or
chapter requires it.

Section 16-10a-103 permits written notice, reasonable oral notice, personal
delivery, telephone, electronic transmission, mail, or private carrier.
Electronic notice to a director uses the address and manner the director
provided in an unrevoked consent.

Under § 16-10a-823, a signed written waiver works before or after the meeting.
Delivery and filing are not conditions to effectiveness. Attendance also
waives notice unless the director timely objects for lack of or defective
notice and does not later vote for or assent to the action.

Remote participation requires everyone to hear each other

Unless the articles or bylaws provide otherwise, § 16-10a-820(2) permits any or
all directors to use communications through which all participants can hear
one another during the meeting. Participation counts as presence in person.
An asynchronous exchange must satisfy the written-consent route instead.

Board-size rules feed the quorum formula

For a fixed board, § 16-10a-824 uses a majority of the fixed number. For a
ranged board, it uses the prescribed number or, if none, the number in office
immediately before the meeting. The articles or bylaws may require more or
authorize less, but not below one-third. Quorum must exist when the vote occurs.

With quorum present, an affirmative majority present ordinarily acts. Presence
implies assent unless the director timely objects, contemporaneously requests a
recorded dissent or abstention, or sends written notice before adjournment or
promptly afterward. A favorable voter cannot dissent. Conflict transactions
have a separate qualified-director quorum and vote under § 16-10a-852.

Written action turns on the last signature

Unless the articles, bylaws, or chapter provides otherwise, § 16-10a-821
requires every director's written consent. The last signature takes action
unless a prior signed revocation has been received by the secretary or another
authorized recipient. The board may set another effective date.

Unless the bylaws say otherwise, electronic delivery works if it supplies a
complete copy plus information identifying the director and transmission date.
Because all directors must consent, there is no later nonconsenter notice.

A committee needs at least two directors

Under § 16-10a-825, each committee requires two or more directors. Creation and
appointment require the greater of a majority of directors in office or the
governing-document number needed for board action. Board meeting, consent,
notice, waiver, quorum, and vote rules apply.

Section 16-10a-825 states no general barred-power list. That does not override a
transaction-specific statute, the governing documents, committee charter,
duties, or conflict rules.

Records are permanent; the chapter has no general repair system

The record duties in § 16-10a-1601(1), (4) require permanent board minutes,
no-meeting action records, committee-in-place records, and notice waivers. Records may be
written or convertible into writing within a reasonable time. The complete current
chapter contains no dedicated general defective-action ratification system, so
a disputed cure depends on the specific act and other applicable law.

What trips people up

The post-issuance board-size minimum can change the number before the quorum
fraction is applied. Consent revocation must be received before the last
signature. A committee needs at least two members.

Common questions

Must a Utah director be a shareholder?

No, unless the articles or bylaws require it (§ 16-10a-802).

May unanimous consent use a later effective date?

Yes. The last signature is the default, but § 16-10a-821 lets the board set a
different effective date.

Does a waiver fail if it was not filed?

No. Section 16-10a-823 says delivery and filing are not conditions to its
effectiveness.

Statutes and sources

• Utah Code § 16-10a-103 — notice form and delivery.
• Utah Code §§ 16-10a-205 to -206 — organization and bylaws.
• Utah Code §§ 16-10a-801 to -803 — board authority and size.
• Utah Code §§ 16-10a-820 to -825 — meetings, consent, notice, waiver,
  quorum, voting, dissent, and committees.
• Utah Code § 16-10a-852 — conflict procedure.
• Utah Code § 16-10a-1601 — permanent records.

The official Legislature PDF and verbatim operative text are preserved above.
All sources were accessed August 16, 2026.