- Unless the articles of incorporation or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members. A member is entitled to vote only on those matters expressly provided in the articles of incorporation or bylaws.
- Unless the articles of incorporation or bylaws or written agreement signed by the subject members and delivered to the corporation provide otherwise, if a membership stands of record in the names of two or more persons, those persons’ acts with respect to voting shall have the following effect:
- If only one votes, the act binds all.
- If more than one votes, the vote shall be divided on a pro rata basis.
Section: Nonprofit Corporation Act
Members’ list for meeting
- After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all of its members who are entitled to notice of the meeting. The list shall show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting another list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting and the corporation shall prepare that list on the same basis and make it a part of the list of members.
- For the purpose of communication with other members concerning the meeting the corporation shall make the list of members available for inspection by any member at the corporation’s principal office or at another place identified in the meeting notice in the city where the meeting will be held. On written demand a member, a member’s agent or a member’s attorney may inspect and, subject to the limitations of section 10-11602, subsection C, and section 10-11605, may copy the list, during regular business hours and at the member’s expense, during the period it is available for inspection.
- The corporation shall make the list of members available at the meeting, and any member, a member’s agent or a member’s attorney may inspect the list at any time during the meeting or during any adjournment.
- If the corporation refuses to allow a member, a member’s agent or a member’s attorney to inspect the list of members before or at the meeting or copy the list as permitted by subsection B of this section, the court in the county where a corporation’s principal office is located, or if no principal office is located in this state, the court in the county where a corporation’s known place of business is located, on application of the member, may summarily order the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
- Refusal or failure to comply with this section does not affect the validity of any action taken at the meeting.
- The articles of incorporation or bylaws of a corporation organized primarily for religious purposes may limit or abolish the rights of a member under this section to inspect and copy any corporate record.
Action by written ballot; online voting
- Unless prohibited or limited by the articles of incorporation or bylaws, any action that the corporation may take at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.
- A written ballot shall:
- Set forth each proposed action.
- Provide an opportunity to vote for or against each proposed action.
- Approval by written ballot pursuant to this section is valid only if both:
- The number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action.
- The number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
- All solicitations for votes by written ballot shall:
- Indicate the number of responses needed to meet the quorum requirements.
- State the percentage of approvals necessary to approve each matter other than election of directors.
- Specify the time by which a ballot must be delivered to the corporation in order to be counted, which time shall not be less than three days after the date that the corporation delivers the ballot.
- Except as otherwise provided in the articles of incorporation or bylaws, a written ballot shall not be revoked.
- After providing notice that complies with subsection G of this section to members that a vote shall be conducted by electronic means, a written ballot may be delivered through an online voting system that does all of the following:
- Authenticates the member’s identity.
- Authenticates the validity of each electronic vote to ensure that the vote is not altered in transit.
- Transmits a receipt to each member who casts an electronic vote.
- Stores electronic votes for recount, inspection and review purposes.
- The notice prescribed by subsection F of this section shall include a reasonable procedure by which a member may obtain and cast a ballot through some other form of delivery, including United States mail delivery and fax transmission.
Record date; determining members entitled to notice and vote
- The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members’ meeting. If the bylaws do not fix or provide for fixing that record date, the board may fix a future date as that record date. If that record date is not fixed, members at the close of business on the business day before the day on which notice is given, or if notice is waived, at the close of business on the business day before the day on which the meeting is held, are entitled to notice of the meeting.
- The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members’ meeting. If the bylaws do not fix or provide for fixing that record date, the board may fix a future date as that record date. If that record date is not fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.
- The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing that record date, the board may fix in advance that record date. If that record date is not fixed, members at the close of business on the day on which the board adopts the resolution relating to that record date, or the sixtieth day before the date of other action, whichever is later, are entitled to exercise those rights.
- The record date fixed under this section shall not be more than seventy days before the meeting or action requiring a determination of members.
- A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting, unless the board fixed a new date for determining the right to notice or the right to vote. The board shall fix a new date for determining the right to notice or the right to vote if the meeting is adjourned to a date that is more than seventy days after the record date for determining members entitled to notice of the original meeting.
- If a court orders a meeting adjourned to another date, the original record date for notice of voting continues in effect.
Waiver of notice
- A member may waive any notice required by chapters 24 through 40 of this title, the articles of incorporation or bylaws before or after the date and time stated in the notice. The waiver shall be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
- A member’s attendance at a meeting:
- Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.
- Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter at the time it is presented.
Notice of meeting
- Except as provided in section 33-2208, a corporation shall notify members of the date, time and place of each annual, regular and special members’ meeting at least ten days but not more than sixty days before the meeting date. Unless chapters 24 through 40 of this title or the articles of incorporation or bylaws require otherwise, the corporation shall give notice only to members entitled to vote at the meeting.
- Unless chapters 24 through 40 of this title or the articles of incorporation or bylaws require otherwise, the notice of an annual or regular meeting does not require a description of the purpose or purposes for which the meeting is called.
- Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called.
- If not otherwise fixed under section 10-3703 or 10-3707, the record date for determining members entitled to notice of and to vote at an annual, regular or special members’ meeting is the day before the effective date of the first notice to the members.
- Unless the bylaws require otherwise, if an annual, regular or special members’ meeting is adjourned to a different date, time or place, a notice of the new date, time or place is not required if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 10-3707, the corporation shall give notice of the adjourned meeting pursuant to this section to persons who are members as of the new record date.
Action by written consent; definition
- The members may approve any action that is required or permitted by chapters 24 through 40 of this title and that requires the members’ approval without a meeting of members if the action is approved by members holding at least a majority of the voting power, unless the articles of incorporation, bylaws or chapters 24 through 40 of this title require a different amount of voting power. The action shall be evidenced by one or more written consents describing the action taken, signed by those members representing at least the requisite amount of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
- If not otherwise fixed under section 10-3703 or 10-3707, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection A of this section.
- The consent signed under this section has the effect of a meeting vote and may be described as such in any document.
- Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent.
- Unless otherwise specified in the consent or consents, the action is effective on the date that the consent or consents are signed by the last member whose signature results in the requisite amount of the voting power, except that if chapters 24 through 40 of this title require notice of proposed actions to members who are not entitled to vote in the action and the action is to be taken by unanimous consent of the members entitled to vote, the effective date is not before ten days after the corporation gives its members not entitled to vote written notice of the proposed action. The notice shall contain or be accompanied by the same material that under chapters 24 through 40 of this title would have been sent to members not entitled to vote in a notice of meeting at which the proposed action would have been submitted to the members for action.
- Any member may revoke the member’s consent by delivering a signed revocation of the consent to the president or secretary before the date that the consent or consents are signed by the last member whose signature results in the requisite amount of the voting power.
- For the purposes of this section, “signature” includes an electronic signature as defined in section 44-7002.
Court ordered meeting; costs; attorney fees
- The court in the county where a corporation’s principal office is located, or if the corporation has no principal office in this state, the court in the county where the corporation’s known place of business is located, may summarily order a meeting to be held on application by any of the following:
- Any member, if an annual meeting was not held within fifteen months after its last annual meeting.
- Any member, if a regular meeting is not held within forty days after the date it was required to be held.
- A member who signed a demand for a special meeting that is valid under section 10-3702 or a person or persons entitled to call a special meeting, if either:
- Notice of the special meeting was not given within thirty days after the date that the demand was delivered to a corporate officer.
- The special meeting was not held in accordance with the notice.
- The court may:
- Fix the time and place of the meeting.
- Specify a record date for determining members entitled to notice of and to vote at the meeting.
- Prescribe the form and content of the meeting notice.
- If the court orders a meeting, it may also order the corporation to pay the member’s costs, including reasonable attorney fees, incurred to obtain the order.
Special meeting
- A corporation with members shall hold a special meeting of members either:
- On the call of its board or of the person or persons authorized to do so by the articles or bylaws.
- Except as provided in the articles of incorporation or bylaws of a corporation organized primarily for religious purposes, if the holders of at least ten per cent of the voting power of any corporation sign, date and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held.
- The close of business on the thirtieth day before delivery of the demand or demands for a special meeting to any corporate officer is the record date for the purpose of determining whether the ten per cent requirement of subsection A of this section has been met.
- A corporation may hold a special meeting of members in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, the corporation shall hold special meetings at the corporation’s principal office.
- Unless otherwise provided in the articles of incorporation or bylaws, the corporation may conduct only those matters at a special meeting of members that are within the purpose or purposes described in the meeting notice required by section 10-3705.
Annual and regular meetings; exceptions
- Unless otherwise provided in the articles of incorporation or bylaws, a corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.
- A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.
- A corporation may hold annual and regular membership meetings in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, the corporation shall hold annual and regular meetings at the corporation’s principal office.
- At regular meetings the members shall consider and act on any matter raised and that is consistent with the notice requirements of section 10-3705.
- The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action.
- Notwithstanding this chapter, a condominium association shall comply with title 33, chapter 9 and a planned community association shall comply with title 33, chapter 16 to the extent that this chapter is inconsistent with title 33, chapters 9 and 16.
Termination, expulsion and suspension
- No member of a corporation may be expelled or suspended, and no membership or memberships in such a corporation may be terminated or suspended, except pursuant to a procedure that is set forth in the articles of incorporation, bylaws or an agreement between the member and the corporation or a procedure that is otherwise appropriate.
- For purposes of subsection A, a procedure is otherwise appropriate if either:
- The following are provided:
- A written notice at least fifteen days before the expulsion, suspension or termination and the reasons therefor.
- An opportunity for the member to be heard, orally or in writing, at least five days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, termination or suspension should not take place.
- It is fair and reasonable taking into consideration all of the relevant facts and circumstances.
- The following are provided:
- Any written notice that is mailed shall be sent to the last address of the member shown on the corporation’s records.
- Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, shall begin within six months after the effective date of the expulsion, suspension or termination.
- A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees as a result of obligations incurred or commitments made prior to expulsion or suspension.
- This section does not apply to corporations organized primarily for religious purposes.
Resignation
- A member may resign at any time, except as set forth in or authorized by the articles of incorporation or bylaws.
- The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation.
- This section does not apply to corporations that are condominium associations or planned community associations.