10-704. Action by shareholders without
meeting
A. Action required or permitted by chapters 1 through 17 of this title to be taken
at a shareholders' meeting may be taken without a meeting if the action is taken by all
of the shareholders entitled to vote on the action. The action must be evidenced by one
or more written consents describing the action taken, signed by all of the shareholders
entitled to vote on the action and delivered to the corporation for inclusion in the
minutes or filing with the corporate records.
B. If not otherwise fixed under section 10-703 or 10-707, the record date for
determining shareholders entitled to take action without a meeting is the date the first
shareholder signs the consent under subsection A of this section.
C. A consent signed under this section has the effect of a meeting vote and may be
described as such in any document.
D. Unless otherwise specified in the consent or consents, the action is effective
on the date that the last shareholder signs the consent or consents, except that if
chapters 1 through 17 of this title require that notice of proposed actions be given to
shareholders not entitled to vote and the action is to be taken by unanimous consent of
the shareholders entitled to vote, the effective date is not before ten days after the
corporation gives its shareholders not entitled to vote written notice of the proposed
action. The notice must contain or be accompanied by the same material that under
chapters 1 through 17 of this title would have been required to be sent to shareholders
not entitled to vote in a notice of meeting at which the proposed action would have been
submitted to the shareholders for action.
E. Any shareholder may revoke its consent by delivering a signed revocation of the
consent to the president or secretary before the date that the last shareholder signs the
consent or consents.
|