Where Utah's proxy rules actually live

The Community Association Act has no proxy section. It mentions proxies twice in passing — § 57-8a-229(1) allows voting interests in a litigation-authorisation vote to be “represented by a proxy specifically assigned for the purpose,” and § 57-8a-502(6)(c) lists “proxy solicitation” and quorum satisfaction among the things a turnover process may include.

Everything else comes from the Revised Nonprofit Corporation Act at Title 16, Chapter 6a, under which most Utah associations are incorporated, and from the association's own bylaws. The Ratz opinion worked through §§ 16-6a-702 (special meetings on member demand), 16-6a-706 (proxies), 16-6a-712, 16-6a-808 (director removal), and the conflict provisions at 16-6a-822 and 16-6a-825.

The words “specifically assigned for the purpose” in § 57-8a-229(1) are the same idea the opinion applied: a proxy is an authority to vote on a stated question, and a form that does not state the question has not conferred one.

Bylaws decide more than most owners expect

Two of the three findings turned entirely on what the association's own bylaws said, or did not say. That is the recurring shape of Utah proxy and election disputes, because the statute leaves the mechanics almost entirely to the documents.

Advisory Opinion 2025-09 (Elliott v. Padre Lakes Townhomes Association, December 8, 2025) is the cleanest illustration. The bylaws said elections “may” be handled by mail. The office applied the statutory definition of “may” at § 68-3-12(1)(g) and concluded: “Because the Bylaws state that elections ‘may’ be handled by mail, language defined as permissive rather than mandatory, the Association acted within its authority by declining to use mail ballots and instead holding the election at the annual meeting.”²

Our Utah board elections page sets out what the statute supplies and what it leaves to the documents.

Removing a director in Utah

The Court of Appeals worked the same ground in Behar v. Johnson, 2024 UT App 129, where a trustee removed by his fellow trustees argued only the membership could remove him. The governing documents there disagreed with themselves: the articles allowed removal “at any time with or without cause, by a three-fourth vote…by a vote of a majority of the Board of Trustees,” while the bylaws required “seventy-five (75%) percent of the members.”³ The interpretation question was ultimately mooted when the membership voted him out anyway.

The statutory default sits at § 16-6a-808(1)(c), which governs nonprofit director removal where the bylaws do not say otherwise. Our Utah director qualifications page covers who may serve and the disqualifications the 2023 amendments added.

What the opinion does not resolve

The office invalidated the proxies cast on the defective form. It did not say what happens to the meeting they were counted at, whether a re-vote is required, or who bears the cost of running one — those are consequences a court would work out, and the office's opinions are non-binding by statute in any event.

What to watch next

SunRiver has now generated two published advisory opinions in five months, on open meetings in November 2025 and on the removal petition in March 2026. Recurring parties are how a body of administrative law thickens, and Utah's is thickening fast.