§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 theshareholders entitled to vote on the action.  The action shall be evidenced byone or more written consents describing the action taken, signed before orafter the intended effective date of the action by all the shareholdersentitled to vote on the action, and delivered to the corporation for inclusionin the minutes or filing with the corporate records.

(b)  If not otherwise fixed under section414-123 or 414-127, the record date for determining shareholders entitled totake action without a meeting is the date the first shareholder signs theconsent under subsection (a).

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

(d)  If this chapter requires that notice ofproposed action be given to nonvoting shareholders and the action is to betaken by unanimous consent of the voting shareholders, the corporation shallgive its nonvoting shareholders written notice of the proposed action at leastten days before the action is taken.  The notice shall contain or beaccompanied by the same material that, under this chapter, would have beenrequired to be sent to nonvoting shareholders in a notice of meeting at whichthe proposed action would have been submitted to the shareholders for action.

(e)  A telegram, cablegram, or other electronictransmission consenting to an action to be taken and transmitted by ashareholder, proxy of a shareholder, or person or persons authorized to act fora 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 withinformation from which the corporation may determine:

(1)  That the telegram, cablegram, or other electronictransmission was transmitted by the shareholder, proxy of the shareholder, orperson or persons authorized to act for the shareholder or proxy of theshareholder; and

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

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

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