10-3708. Action by written ballot


A. Unless prohibited or limited by the articles of incorporation or bylaws, any
action that the corporation may take at any annual, regular or special meeting of members
may be taken without a meeting if the corporation delivers a written ballot to every
member entitled to vote on the matter.


B. A written ballot shall:


1. Set forth each proposed action.


2. Provide an opportunity to vote for or against each proposed action.


C. Approval by written ballot pursuant to this section is valid only if both:


1. The number of votes cast by ballot equals or exceeds the quorum required to be
present at a meeting authorizing the action.


2. The number of approvals equals or exceeds the number of votes that would be
required to approve the matter at a meeting at which the total number of votes cast was
the same as the number of votes cast by ballot.


D. All solicitations for votes by written ballot shall:


1. Indicate the number of responses needed to meet the quorum requirements.


2. State the percentage of approvals necessary to approve each matter other than
election of directors.


3. Specify the time by which a ballot must be delivered to the corporation in order
to be counted, which time shall not be less than three days after the date that the
corporation delivers the ballot.


E. Except as otherwise provided in the articles of incorporation or bylaws, a
written ballot shall not be revoked.