17-6518.   Actions taken without meeting, notice orvote, if written consent given; procedures and consent form; certification ofconsent.(a) Unless otherwise provided in the articles of incorporation, anyaction requiredby this act to be taken at any annual or special meeting of stockholders of acorporation, or any action which may be taken at any annual or special meetingof such stockholders, may be taken without a meeting, without prior notice andwithout a vote, if a consent or consents in writing, setting forth the actionso taken, are signed by all the holders of outstanding stock entitled to vote.Such consent or consents shall be delivered to the corporation by delivery toits registered office in this state, its principal place of business or anofficer or agent of the corporation having custody of the book in whichproceedings of meetings of stockholders are recorded.

      (b)   Unless otherwise provided in the articles of incorporation, any actionrequired by this act to be taken at a meeting of the members of a nonstockcorporation, or any action which may be taken at any meeting of the members ofa nonstock corporation, may be taken without a meeting, without prior noticeand without a vote, if a consent or consents in writing, setting forth theaction so taken, are signed by members having not less than the minimum numberof votes that would be necessary to authorize or take such action at a meetingat which all members having a right to vote were present and voted and shall bedelivered to the corporation by delivery to its registered office in thisstate, its principal place of business or an officer or agent of thecorporation having custody of the book in which proceedings of meetings ofmembers are recorded.

      (c)   Every written consent shall bear the date of signature of eachstockholder or member who signs the consent or consents, and no written consentshall be effective to take the corporate action referred to in the consent orconsents unless, within 60 days of the earliest dated consent delivered in themanner required by this section to the corporation, written consent signed by asufficient number of holders or members to take action are delivered to thecorporation by delivery to its registered office in this state, its principalplace of business or an officer or agent of the corporation having custody ofthe book in which proceedings of meetings of stockholders or members arerecorded.

      (d) (1)   A telegram, cablegram or other electronic transmission consentingto an action to be taken and transmitted by a stockholder, member or proxyholder, or by a person or persons authorized to act for a stockholder, memberor proxy holder, shall be deemed to be written, signed and dated for thepurposes of this section, provided that any such telegram, cablegram or otherelectronic transmission sets forth or is delivered with information from whichthe corporation can determine: (A) That the telegram, cablegram or otherelectronic transmission was transmitted by the stockholder, member or proxyholder or by a person or persons authorized to act for the stockholder, memberor proxy holder; and (B) the date on which such stockholder, member or proxyholder or authorized person or persons transmitted such telegram, cablegram orelectronic transmission. The date on which such telegram, cablegram orelectronic transmission is transmitted shall be deemed to be the date on whichsuch consent or consents were signed. No consent or consents given by telegram,cablegram or other electronic transmission shall be deemed to have beendelivered until such consent or consents are reproduced in paper form and untilsuch paper form shall be delivered to the corporation by delivery to itsregistered office in this state, its principal place of business or an officeror agent of the corporation having custody of the book in which proceedings ofmeetings of stockholders or members are recorded. Notwithstanding the foregoinglimitations on delivery, any consentorconsents given by telegram, cablegram or other electronic transmission, may beotherwise delivered to the principal place of business of the corporation or toan officer or agent of the corporation having custody of the book in whichproceedings of meetings of stockholders are recorded if, to the extent and inthe manner provided by resolution of the board of directors or governing bodyof the corporation.

      (2)   Any copy, facsimile or other reliable reproduction of a consent orconsents in writing may be substituted or used in lieu of the original writingfor any and all purposes for which the original writing could be used, providedthat such copy, facsimile or other reproduction shall be a completereproduction of the entire original writing.

      (e)   Prompt notice of the taking of nonstock corporateaction without a meeting byless than unanimous written consent shall be given to those members who havenot consented in writing and who, if the action had been taken at a meeting,would have been entitled to notice of the meeting if the record date for suchmeeting had been the date that a written consent or consents signed by asufficient number of members to take the action weredelivered tothe corporation as provided in subsection (c). In the event that the actionwhich is consented to is such as would have required the filing of acertificate under any other section of this act, if such action had been votedon by members at a meeting thereof, the certificatefiledunder such other section shall state, in lieu of any statement required by suchsection concerning any vote of members, that writtenconsenthas been given in accordance with the provisions of this section.

      History:   L. 1972, ch. 52, § 71;L. 1973, ch. 100, § 5;L. 2004, ch. 143, § 42;L. 2007, ch. 59, § 1; July 1.