Utah § 16-10a-852 Directors' action.

Utah Statutes

§ 16-10a-852 — Directors' action.

Utah § 16-10a-852

Title 16Corporations

Ch. 16-10aUtah Revised Business Corporation Act

Part 16-10a-8Directors and Officers

This text of Utah § 16-10a-852 (Directors' action.) is published on Counsel Stack Legal Research, covering Utah primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Utah Code Ann. § 16-10a-852 (2026).

Text

(1)Directors' action respecting a transaction is taken for purposes of Subsection 16-10a-851(2)(a) if the transaction received the affirmative vote of a majority of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them, to the extent the information was not known by them, or compliance with Subsection (2), provided that action by a committee is effective under this subsection only if:

(1)(a) all its members are qualified directors; and

(1)(b) its members are either all of the qualified directors or are appointed by the affirmative vote of a majority of the qualified directors.

(2)If a director has a conflicting interest respecting a transaction, but neither the director nor

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(1) Directors' action respecting a transaction is taken for purposes of Subsection 16-10a-851(2)(a) if the transaction received the affirmative vote of a majority of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them, to the extent the information was not known by them, or compliance with Subsection (2), provided that action by a committee is effective under this subsection only if:

(1)(a) all its members are qualified directors; and
(1)(b) its members are either all of the qualified directors or are appointed by the affirmative vote of a majority of the qualified directors.
(2) If a director has a conflicting interest respecting a transaction, but neither the director nor a related person of the director is a party to the transaction, and if the director has a duty under law or professional canon, or a duty of confidentiality to another person, respecting information relating to the transaction so that the director may not make the disclosure described in Section 16-10a-850(4)(b), then disclosure is sufficient for purposes of Subsection (1) if the director discloses to the directors voting on the transaction, before their vote, the existence and nature of the conflicting interest and informs them of the character and limitations imposed by that duty.
(3) A majority of the qualified directors on the board of directors or on the committee, as the case may be, constitutes a quorum for purposes of action that complies with this section. Directors' action that otherwise complies with this section is not affected by the presence or vote of a director who is not a qualified director.