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Utah's Virtual Meeting Statute

Utah commonly permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an association’s articles of incorporation, charter, or bylaws. The Utah Revised Nonprofit Corporation Act governs the corporate structure and procedure of nonprofit corporations in Utah. If a condominium or homeowners' association is organized as a nonprofit corporation, it will be governed by the Act. Contact your association’s attorney to see what your community’s options are for virtual meetings based upon your governing documents.

Applicable Statute: Nonprofit Corporation Act

2018 Utah Code Title 16 – Corporations Chapter 6a - Utah Revised Nonprofit Corporation Act Part 7 - Member Meetings and Voting Section 708 - Meetings by telecommunication.

(1) Unless otherwise provided in the bylaws, any or all of the members may participate in an annual, regular, or special meeting of the members by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting.

(2) A member participating in a meeting by a means permitted under Subsection (1) is considered to be present in person at the meeting.

Universal Citation: UT Code § 16-6a-708 (2018)

                16-6a-303.  Emergency powers.

(1) In anticipation of or during an emergency defined in Subsection (4), the board of directors may:

(a) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent;

(b) adopt bylaws to be effective only in an emergency; and


(i) relocate the principal office;

(ii) designate an alternative principal office or regional office; or

(iii) authorize officers to relocate or designate an alternative principal office or regional office.

(2) During an emergency as defined in Subsection (4), unless emergency bylaws provide otherwise:

(a) notice of a meeting of the board of directors:

(i) need be given only to those directors whom it is practicable to reach; and

(ii) may be given in any practicable manner, including by publication or radio; and

(b) the officers of the nonprofit corporation present at a meeting of the board of directors may be considered to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(3) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the nonprofit corporation:

(a) binds the nonprofit corporation; and

(b) may not be the basis for the imposition of liability on any director, officer, employee, or agent of the nonprofit corporation on the ground that the action was not an authorized corporate action.

(4) An emergency exists for purposes of this section if a quorum of the directors cannot readily be obtained because of a catastrophic event.

Enacted by Chapter 300, 2000 General Session