16-6a-704. Notice of meeting

(1) A nonprofit corporation shall give to each member entitled to vote at the meeting notice consistent with its bylaws of meetings of members in a fair and reasonable manner.

(2) Any notice that conforms to the requirements of Subsection (3) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered.

(3) Notice is fair and reasonable if:
     (a) the nonprofit corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members:
            (i) no fewer than 10 days before the meeting;
            (ii) if notice is mailed by other than first-class or registered mail, no fewer than 30 days, nor more than 60 days before the meeting date; and
            (iii) if notice is given:
                  (A) by newspaper as provided in Subsection 16-6a-103(2)(b)(i)(A), by publication three separate times with:
                        (I) the first of the publications no more than 60 days before the meeting date; and
                        (II) the last of the publications no fewer than 10 days before the meeting date; and
                  (B) (I) by publication in accordance with Section 45-1-101; and
                        (II) as provided in Subsection 16-6a-103(2)(b)(i)(B), for 60 days before the meeting date;
     (b) the notice of an annual or regular meeting includes a description of any matter or matters that:
            (i) must be approved by the members; or
            (ii) for which the members' approval is sought under Sections 16-6a-82516-6a-91016-6a-100316-6a-101016-6a-110216-6a-1202, and 16-6a-1402; and
     (c) unless otherwise provided by this chapter or the bylaws, the notice of a special meeting includes a description of the purpose or purposes for which the meeting is called.

(4) (a) Unless otherwise provided by the bylaws, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment.
     (b) Notwithstanding Subsection (4)(a), if a new record date for the adjourned meeting is or shall be fixed under Section 16-6a-706, notice of the adjourned meeting shall be given under this section to the members of record as of the new record date.

(5) When giving notice of an annual, regular, or special meeting of members, a nonprofit corporation shall give notice of a matter a member intends to raise at the meeting if:
     (a) requested in writing to do so by a person entitled to call a special meetingfn1; and
     (b) the request is received by the secretary or president of the nonprofit corporation at least 10 days before the nonprofit corporation gives notice of the meeting. 


Enacted 2000, ch. 300.  Amended by Chapter 388, 2009 General Session.

 

FN 1.  To "call" in the sense of calling a meeting means "to invite or command to meet; convoke."  (https://www.merriam-webster.com/dictionary/call (2018)).  The actions required to "call" a meeting are stated in Subsection 16-6a-702(3)(a) and (b) (though not as such), namely, set the time and place of the meeting and give notice of the meeting. 

The Act specifies that the "persons" entitled to call a special meeting are (1) the board of directors, (2) the person or persons authorized by the bylaws or resolution of the board of directors to call a special meeting, and (3) if members holding at least 10% of the votes entitled to be cast at the meeting demand a special meeting, and if a notice for a special meeting is not then given within 30 days after such demand is delivered to an officer, any member that signed the demand is entitled to then call the meeting, and therefore at that point any such member that signed the demand is "a person entitled to call a special meeting."  (See Section 16-6a-702). 


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