(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. 

Enacted by Chapter 300, 2000 General Session