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What we do
CORPORATIONS AND ASSOCIATIONS
As used in chapters 51-68 of this title, unless the context otherwise requires:
(1) "Approved by (or approval by) the members" means approved or ratified by affirmative votes that exceed the number of negative votes represented and voting at a duly held meeting at which a quorum is present or by a written ballot or written consent in conformity with chapters 51-68 of this title or by the affirmative vote, written ballot or written consent of such greater proportions, including the votes of all the members of any class, unit or grouping as may be provided in the charter, bylaws or chapters 51-68 of this title for any specified member action; \
(2) "Board" or "board of directors" means the governing board of a corporation, whether denominated the board of directors or otherwise, except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to § 48-58-101;
(3) "Bylaws" means the code or codes of rules (other than the charter) adopted pursuant to chapters 51-68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated;
(4) "Charter" includes amended and restated charters and articles of merger;
(5) "Class" refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. For the purpose of this section, rights shall be considered the same if they are determined by a formula applied uniformly;
(6) "Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined is "conspicuous";
(7) "Corporation" or "domestic corporation" means a public benefit or mutual benefit corporation which is not a foreign corporation, incorporated under or subject to the provisions of chapters 51-68 of this title;
(8) "Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters;
(9) "Deliver" includes mail;
(10) "Directors" means natural persons, designated in the charter or bylaws or elected by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described;
(11) "Distribution" means the direct or indirect transfer of assets or any part of the income or profit of a corporation, to its members, directors or officers. "Distribution" does not include:
(A) The payment of compensation in a reasonable amount to its members, directors, or officers for services rendered;
(B) Conferring benefits on its members in conformity with its purposes;
(C) Repayment of debt obligations in the normal and ordinary course of conducting activities; or
(D) The incurrence of indebtedness, whether directly or indirectly (including through a guaranty), for or on behalf of a member, director or officer;
(12) "Effective date of notice," has the same meaning as provided in § 48-51-202;
(13) "Emergency" exists when a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event;
(14) "Employee" includes an officer but not a director. A director may accept duties that make the director also an employee;
(15) "Entity" includes corporation and foreign corporation; domestic and foreign corporations for profit; profit and nonprofit unincorporated association; business trust, estate, partnership, trust, and two (2) or more persons having a joint or common economic interest; and state, United States and foreign government;
(16) "Foreign corporation" means a nonprofit corporation incorporated under a law other than the law of this state, which would be a nonprofit corporation if formed under the laws of this state;
(17) "Governmental subdivision" includes authority, county, district and municipality;
(18) "Includes" denotes a partial definition;
(19) "Individual" includes the estate of an incompetent or deceased individual;
(20) "Means" denotes an exhaustive definition;
(21) (A) "Member" means (without regard to what a person is called in the charter or bylaws) any person or persons who on more than one (1) occasion, pursuant to a provision of a corporation's charter or bylaws, have the right to vote for the election of a director or directors;
(B) A person is not a member by virtue of any of the following:
(i) Any rights such person has as a delegate;
(ii) Any rights such person has to designate a director or directors; or
(iii) Any rights such person has as a director;
(22) "Membership" means the rights and obligations a member or members have pursuant to a corporation's charter, bylaws and chapters 51-68 of this title;
(23) "Month" means the time from any day of any month to the corresponding day of the succeeding month, if any, and if none, the last day of the succeeding month;
(24) "Mutual benefit corporation" means a domestic corporation which becomes by operation of law a mutual benefit corporation pursuant to § 48-68-104 or is formed as a mutual benefit corporation pursuant to chapter 52 of this title;
(25) "Notice," has the same meaning as provided in § 48-51-202;
(26) "Person" includes individual and entity;
(27) "Principal office" means the office (in or out of this state) so designated in the charter or certificate of authority where the principal executive offices of a domestic or foreign corporation are located;
(28) "Proceeding" includes civil suit and criminal, administrative, and investigatory action;
(29) "Public benefit corporation" means a domestic corporation which becomes by operation of law a public benefit corporation pursuant to § 48-68-104 or is formed as a public benefit corporation pursuant to chapter 52 of this title;
(30) "Record date" means the date established under chapter 56 or 57 of this title on which a corporation determines the identity of its members for purposes of chapters 51-68 of this title;
(31) "Religious corporation" means a public benefit or mutual benefit corporation organized and operating primarily or exclusively for religious purposes;
(32) "State," when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory and insular possession (and their agencies and governmental subdivisions) of the United States;
(33) "United States" includes district, authority, bureau, commission, department and any other agency of the United States; and
(34) "Voting power" means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. When a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.
[Acts 1987, ch. 242, § 1.20.]
48-62-101. Sale of the assets in regular course of activities and mortgage of assets.
(a) A corporation may on the terms and conditions and for the consideration determined by the board of directors:
(1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or
(2) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.
(b) Unless the charter requires it, approval of the members or any other person of a transaction described in subsection (a) is not required.
[Acts 1987, ch. 242, § 12.01.]
48-62-102. Sale of assets other than in regular course of activities.
(a) (1) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will) other than in the usual and regular course of its activities, on the terms and conditions and for the consideration determined by the corporation's board, if the proposed transaction is authorized by subsection (b).
(2) The sale, lease, exchange or other disposition of all, or substantially all, of the properties (with or without good will) of one (1) or more subsidiaries of a corporation in which such corporation possesses at least eighty percent (80%) of the total combined voting power of the corporation, or of all classes of membership otherwise entitled to vote for the election of directors, otherwise than in the usual and regular course of business, shall be treated as a disposition within the meaning of this subsection if the subsidiary or subsidiaries constitute all, or substantially all, of the properties of the corporation.
(b) Unless chapters 51-68 of this title, the charter, bylaws, or the board of directors or members (acting pursuant to subsection (d)) require a greater vote or voting by class, the proposed transaction to be authorized must be approved:
(1) By the board;
(2) By the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and
(3) In writing by any person or persons whose approval is required by the charter authorized by § 48-60-301 for an amendment to the charter or bylaws.
(c) If the corporation does not have members, the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved and be approved in writing by any person or persons whose approval is required by the charter. The notice required by § 48-58-203(c) of any directors' meeting at which such approval is to be obtained must state that the purpose, or one (1) of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.
(d) The board may condition its submission of the proposed transaction, and the members may condition their approval of the transaction, on receipt of a higher percentage of affirmative votes or on any other basis.
(e) If the corporation seeks to have the transaction approved by the members at a membership meeting, the notice required by § 48-57-105 must state that the purpose, or one (1) of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.
(f) If approval by the members by written consent or written ballot is required, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction.
(g) A public benefit corporation must give written notice to the attorney general and reporter at least twenty (20) days before it sells, leases, exchanges or otherwise disposes of all, or substantially all, of its property in a transaction not in the usual and regular course of its activities unless the attorney general and reporter has given the corporation a written waiver of this subsection.
(h) After a sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights), without further action by the members or other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors.
[Acts 1987, ch. 242, § 12.02.]
48-67-101. Provisions of act applicable to religious corporations.
Except as provided in § 48-67-102, chapters 51-68 of this title apply to religious corporations.
[Acts 1987, ch. 242, § 17.01.]
48-67-102. Provisions not applicable to religious corporations.
(a) The following provisions of chapters 51-68 of this title shall not apply to religious corporations unless otherwise provided in their articles or bylaws:
(1) Section 48-56-202;
(2) Section 48-56-302;
(3) Section 48-58-110(d);
(4) Section 48-58-303; and
(5) Section 48-64-303.
(b) If religious doctrine governing the affairs of a religious corporation is inconsistent with the provisions of chapters 51-68 of this title on the same subject, the religious doctrine shall control to the extent, and only to the extent, required by the constitution of the United States or the constitution of this state, or both.
[Acts 1987, ch. 242, § 17.02.]
Questions From a Ewe
Challenges Facing Catholicism
(Bishop Geoffrey Robinson in converation with Dr Ingrid Shafer)