Utah Code § 16-10a-206: Bylaws.

(1)

(a) The board of directors of a corporation may adopt initial bylaws for the corporation.

(b) If no directors have been elected the incorporators may adopt initial bylaws for the corporation.

(c) If neither the incorporators nor the board of directors have adopted initial bylaws, the shareholders may do so.

(2) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation, including management and regulation of the corporation in the event of an emergency.