Utah Code § 63E-2-105: Boards.

(1) As used in this section, "director" includes a trustee or other board member.

(2) Each independent corporation shall be governed by a board of directors.

(3) The authorizing statute of each independent corporation shall specify:

(a) the process for appointing, removing, and replacing directors;

(b) the number and terms of office for directors;

(c) the board chair selection procedure;

(d) board quorum requirements;

(e) director qualifications; and

(f) the duties and fiduciary responsibilities of directors.