Utah Code § 76-16-203: Presumption of director's concurrence in action if present at meeting -- Exception.

(1) Except as provided in Subsection (2), a director of a corporation or joint stock association who is present at a meeting of the directors at which an act, proceeding, or omission of the directors in violation of this part occurs is deemed to have concurred in the act, proceeding, or omission.

(2) A director is not deemed to have concurred in an act, proceeding, or omission of the directors if, at the time of the act, proceeding, or omission, the director:

(a) causes, or in writing requires, the director's dissent from the act, proceeding, or omission to be entered in the minutes of the directors; or

(b) forwards the director's dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting.