Utah Code Title 16. Corporations § 16-6a-117. Judicial relief

(1)(a) A director, officer, delegate, or member may petition a court to take an action provided in Subsection (1)(b) if for any reason it is impractical or impossible for a nonprofit corporation in the manner prescribed by this chapter or the nonprofit corporation's articles of incorporation or bylaws to:

(b) If a petition is filed under Subsection (1)(a), the court, in the manner the court finds fair and equitable under the circumstances, may order that:

(2)(a) A court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to this chapter, the articles of incorporation, or bylaws.

(b) The method of notice described in Subsection (1) complies with this section whether or not the method of notice:

(c) In a proceeding under this section, the court may determine who are the members or directors of a nonprofit corporation.

(a) quorums; or

(b) the number or percentage of votes needed for approval.

(4)(a) Whenever practical, any order issued pursuant to this section shall limit the subject matter of a meeting or other form of consent authorized to items the resolution of which will or may enable the nonprofit corporation to continue managing the nonprofit corporation's affairs without further resort to this section, including amendments to the articles of incorporation or bylaws.

(b) Notwithstanding Subsection (4)(a), an order under this section may authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, or sale of assets of a nonprofit corporation.

(a) is for all purposes a valid meeting or vote, as the case may be; and

(b) shall have the same force and effect as if it complied with every requirement imposed by this chapter or the nonprofit corporation's articles of incorporation or bylaws.