48-2c-704 - Meetings of members.
48-2c-704. Meetings of members.
Unless otherwise provided in the articles of organization or operating agreement, nomeetings need be held for actions taken by members. If meetings of members are allowed orrequired under the articles of organization or operating agreement, then, unless otherwiseprovided in the articles of organization or operating agreement:
(1) a meeting of members may be called by any manager in a manager-managedcompany or by members in any company holding at least 25% interest in profits of the company;
(2) any business may be transacted at any meeting of members which is properly called;
(3) notice of a meeting of members must be given to each member at least five days priorto the meeting and shall give the date, place, and time of the meeting;
(4) notice of a meeting of members may be given orally or in writing or by electronicmeans;
(5) the person calling the meeting may designate any place within or without the state asthe place for the meeting. If no place is designated, the place of the meeting shall be theprincipal office of the company or, if there is no principal office in this state, in Salt LakeCounty;
(6) only persons who are members of record at the time notice of a meeting is given shallbe entitled to notice or to vote at the meeting, except that a fiduciary, such as a trustee, personalrepresentative, or guardian, shall be entitled to act in such capacity on behalf of a member ofrecord if evidence of such status is presented to the company and except that a surviving jointtenant shall be entitled to receive notice and act where evidence of the other joint tenant's death ispresented to the company;
(7) a quorum must be present in person or by proxy at a meeting of members for anybusiness to be transacted and a quorum shall consist of members holding at least 51% interest inprofits of the company;
(8) the members present at any meeting at which a quorum is present may continue totransact business notwithstanding the withdrawal of members from the meeting in such numbersthat less than a quorum remains;
(9) a member may participate in and be considered present at a meeting by, or themeeting may be conducted through the use of, any means of communication by which all personsparticipating in the meeting may hear each other, or otherwise communicate with each otherduring the meeting;
(10) voting at a meeting shall be determined by percentage interests in the profits of thecompany; and
(11) a proxy, to be effective, must be in writing and signed by the member and must befiled with the secretary of the meeting before or at the time of the meeting and shall be valid forno more than 11 months after it was signed unless otherwise provided in the proxy.
Amended by Chapter 364, 2008 General Session