Annual and regular meetings.

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  • (1) Unless the bylaws eliminate the requirement for holding an annual meeting, a nonprofit corporation that has voting members shall hold a meeting of the voting members annually:
    • (a) at a time and date stated in or fixed in accordance with the bylaws; or
    • (b) if a time and date is not stated in or fixed in accordance with the bylaws, at a time and date stated in or fixed in accordance with a resolution of the board of directors.
  • (2) A nonprofit corporation with members may hold regular membership meetings at:
    • (a) a time and date stated in or fixed in accordance with the bylaws; or
    • (b) if a time and date is not stated in or fixed in accordance with the bylaws, at a time and date stated in or fixed in accordance with a resolution of the board of directors.
  • (3)
    • (a) Annual and regular membership meetings may be held in or out of this state:
      • (i) at the place stated in or fixed in accordance with the bylaws; or
      • (ii) if no place is stated in or fixed in accordance with the bylaws, at a place stated in or fixed in accordance with a resolution of the board of directors.
    • (b) If no place is stated or fixed in accordance with Subsection (3)(a), annual and regular meetings shall be held at the nonprofit corporation's principal office.
  • (4) The failure to hold an annual or regular meeting at the time and date determined pursuant to Subsection (1) does not:
    • (a) affect the validity of any corporate action; or
    • (b) work a forfeiture or dissolution of the nonprofit corporation.




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