§414-124  Action without meeting.  (a) 
Action required or permitted by this chapter to be taken at a shareholders'
meeting may be taken without a meeting if the action is taken by all the
shareholders entitled to vote on the action.  The action shall be evidenced by
one or more written consents describing the action taken, signed before or
after the intended effective date of the action by all 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
414-123 or 414-127, 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).



(c)  A consent signed under this section has
the effect of a meeting vote and may be described as such in any document.



(d)  If this chapter requires that notice of
proposed action be given to nonvoting shareholders and the action is to be
taken by unanimous consent of the voting shareholders, the corporation shall
give its nonvoting shareholders written notice of the proposed action at least
ten days before the action is taken.  The notice shall contain or be
accompanied by the same material that, under this chapter, would have been
required to be sent to nonvoting shareholders in a notice of meeting at which
the proposed action would have been submitted to the shareholders for action.



(e)  A telegram, cablegram, or other electronic
transmission consenting to an action to be taken and transmitted by a
shareholder, proxy of a shareholder, or person or persons authorized to act for
a shareholder or proxy of a shareholder, shall be deemed to be written, signed,
and dated for the purposes of this section; provided that the telegram,
cablegram, or other electronic transmission sets forth or is delivered with
information from which the corporation may determine:



(1)  That the telegram, cablegram, or other electronic
transmission was transmitted by the shareholder, proxy of the shareholder, or
person or persons authorized to act for the shareholder or proxy of the
shareholder; and



(2)  The date on which the shareholder, proxy of the
shareholder, or authorized person or persons transmitted the telegram, cablegram,
or other electronic transmission.



The date on which the telegram, cablegram, or other
electronic transmission is transmitted shall be deemed to be the date on which
the consent is signed.  No consent given by telegram, cablegram, or other
electronic transmission shall be deemed to have been delivered until the
consent is reproduced in paper form and delivered to the corporation.



(f)  Any copy, facsimile, or other reliable
reproduction of a consent in writing may be substituted or used in lieu of the
original writing for any and all purposes for which the original writing could
be used; provided that the copy, facsimile, or other reproduction shall be a
complete reproduction of the entire original writing. [L 2000, c 244, pt of §1;
am L 2002, c 130, §17]