10-3704. Action by written consent;
definition
A. The members may approve any action that is required or permitted by chapters 24
through 40 of this title and that requires the members' approval without a meeting of
members if the action is approved by members holding at least a majority of the voting
power, unless the articles of incorporation, bylaws or chapters 24 through 40 of this
title require a different amount of voting power. The action shall be evidenced by one
or more written consents describing the action taken, signed by those members
representing at least the requisite amount of the voting power, and delivered to the
corporation for inclusion in the minutes or filing with the corporate records.
B. If not otherwise fixed under section 10-3703 or 10-3707, the record date for
determining members entitled to take action without a meeting is the date the first
member signs the consent under subsection A of this section.
C. The consent signed under this section has the effect of a meeting vote and may
be described as such in any document.
D. Written notice of member approval pursuant to this section shall be given to all
members who have not signed the written consent.
E. Unless otherwise specified in the consent or consents, the action is effective
on the date that the consent or consents are signed by the last member whose signature
results in the requisite amount of the voting power, except that if chapters 24 through
40 of this title require notice of proposed actions to members who are not entitled to
vote in the action and the action is to be taken by unanimous consent of the members
entitled to vote, the effective date is not before ten days after the corporation gives
its members not entitled to vote written notice of the proposed action. The notice shall
contain or be accompanied by the same material that under chapters 24 through 40 of this
title would have been sent to members not entitled to vote in a notice of meeting at
which the proposed action would have been submitted to the members for action.
F. Any member may revoke the member's consent by delivering a signed revocation of
the consent to the president or secretary before the date that the consent or consents
are signed by the last member whose signature results in the requisite amount of the
voting power.
G. For the purposes of this section, "signature" includes an electronic signature
as defined in section 44-7002.
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