Nonprofit Corporation Articles Amendment Approval and Filing in Utah

At a glance

Requirements one by one

Propose and approve the change

Under § 16-6a-1001, a nonprofit corporation may add or change a permitted articles term or delete one not required. § 16-6a-120 makes the general business-entity chapter applicable too. § 16-6a-1003(1) allows the board or members representing at least 10% of all votes entitled to be cast on the amendment to propose a change, subject to the Act and governing documents. The board ordinarily recommends approval, but a member-proposed amendment needs no board recommendation; the board may also explain a conflict or special circumstance instead of recommending (§ 16-6a-1003(2)).

§ 16-6a-1003(5) sends approval to § 16-6a-714 and § 16-6a-715: each voting group entitled to vote acts separately, with a meeting quorum and more votes for than against. The Act, articles, member-adopted bylaws, or proposer may demand more. § 16-6a-716 protects a higher quorum or vote against easy removal, with a religious-affiliation exception.

Check class and other approval rights

§ 16-6a-1004 gives an affected class a separate vote for listed changes to voting, dissolution, redemption, transfer, membership counts, reclassification, or a new class, unless the Act or articles provide otherwise. A class split also calls for approval by each new class. Under § 16-6a-1013, the articles may require written approval from a named outside person; changing that approval term also needs that person's written approval.

Use the correct no-member route

Under § 16-6a-1002(3), if the corporation has no members, none entitled to vote on amendments, or none yet admitted, incorporators act before directors are chosen by a majority of incorporators; afterward, a majority of directors in office acts, subject to a greater bylaw number and any third-person approval. § 16-6a-1002(1)-(2) separately permits limited board-only changes, including initial-director deletion and certain name changes. The no-member amendment meeting notice must describe the proposal under § 16-6a-1002(3)(b)-(c).

Give notice, file, and set the effective time

§ 16-6a-1003(4) requires amendment meeting notice with a copy, summary, or statement of general nature. § 16-6a-704(1)-(3) supplies fair-and-reasonable notice rules, including a 10-day ordinary safe-harbor floor and special timing for other delivery methods. Under § 16-6a-1003(6), written-consent or ballot solicitation includes a copy or summary. § 16-6a-707 permits written member consent subject to its voting-power, notice, and receipt rules.

Under § 16-6a-1005, articles of amendment give the corporate name, adopted text and date, applicable member or group approval statement, and any third-person approval statement. § 16-1a-202(1), (4) requires an authorized signature, signer name and capacity, and fee payment; § 16-1a-208(2) permits an agent to sign. The articles go to the division. § 16-6a-107(1) leaves the filing charge to the division's fee schedule; confirm the current amendment charge before filing.

§ 16-1a-204 makes the filing effective when filed unless it states a later time within 90 days. Under § 16-6a-1006(2), (5), a restatement containing a new amendment requiring member approval uses § 16-6a-1003; the filed restatement replaces earlier articles and amendments.

What trips people up

Under § 16-6a-1014, an amendment that terminates all members or a class, or redeems or cancels all memberships or a class, requires board notice of its general nature to members before a proposing resolution. § 16-6a-707(2) also requires advance notice to nonconsenting members when less-than-unanimous written consent is used.

Common questions

Can members start the proposal themselves?

Yes. § 16-6a-1003(1) permits members holding at least 10% of the votes entitled to be cast on the amendment to propose it, subject to a different threshold or voting class imposed by law or governing documents.

Can an agent sign the filing?

§ 16-1a-208(2), (4) permits an agent to sign and requires the agent to affirm authority. § 16-1a-202(1)(j) calls for the signer's name and capacity.

Statutes and sources

Verbatim excerpts and current official Legislature PDF URLs appear in the source entries above.