17-6518. Actions taken without meeting, notice or vote, if written consent given; procedures and consent form; certification of consent.
17-6518
17-6518. Actions taken without meeting, notice or
vote, if written consent given; procedures and consent form; certification of
consent.
(a) Unless otherwise provided in the articles of incorporation, any
action required
by this act to be taken at any annual or special meeting of stockholders of a
corporation, or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action
so 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 to
its registered office in this state, its principal place of business or an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded.
(b) Unless otherwise provided in the articles of incorporation, any action
required by this act to be taken at a meeting of the members of a nonstock
corporation, or any action which may be taken at any meeting of the members of
a nonstock corporation, may be taken without a meeting, without prior notice
and without a vote, if a consent or consents in writing, setting forth the
action so taken, are signed by members having not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting
at which all members having a right to vote were present and voted and shall be
delivered to the corporation by delivery to its registered office in this
state, its principal place of business or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
members are recorded.
(c) Every written consent shall bear the date of signature of each
stockholder or member who signs the consent or consents, and no written consent
shall be effective to take the corporate action referred to in the consent or
consents unless, within 60 days of the earliest dated consent delivered in the
manner required by this section to the corporation, written consent signed by a
sufficient number of holders or members to take action are delivered to the
corporation by delivery to its registered office in this state, its principal
place of business or an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders or members are
recorded.
(d) (1) A telegram, cablegram or other electronic transmission consenting
to an action to be taken and transmitted by a stockholder, member or proxy
holder, or by a person or persons authorized to act for a stockholder, member
or proxy holder, shall be deemed to be written, signed and dated for the
purposes of this section, provided that any such telegram, cablegram or other
electronic transmission sets forth or is delivered with information from which
the corporation can determine: (A) That the telegram, cablegram or other
electronic transmission was transmitted by the stockholder, member or proxy
holder or by a person or persons authorized to act for the stockholder, member
or proxy holder; and (B) the date on which such stockholder, member or proxy
holder or authorized person or persons transmitted such telegram, cablegram or
electronic transmission. The date on which such telegram, cablegram or
electronic transmission is transmitted shall be deemed to be the date on which
such consent or consents were signed. No consent or consents given by telegram,
cablegram or other electronic transmission shall be deemed to have been
delivered until such consent or consents are reproduced in paper form and until
such paper form shall be delivered to the corporation by delivery to its
registered office in this state, its principal place of business or an officer
or agent of the corporation having custody of the book in which proceedings of
meetings of stockholders or members are recorded. Notwithstanding the foregoing
limitations on delivery, any consent
or
consents given by telegram, cablegram or other electronic transmission, may be
otherwise delivered to the principal place of business of the corporation or to
an officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded if, to the extent and in
the manner provided by resolution of the board of directors or governing body
of the corporation.
(2) Any copy, facsimile or other reliable reproduction of a consent or
consents 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 such copy, facsimile or other reproduction shall be a complete
reproduction of the entire original writing.
(e) Prompt notice of the taking of nonstock corporate
action without a meeting by
less than unanimous written consent shall be given to those members who have
not 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 such
meeting had been the date that a written consent or consents signed by a
sufficient number of members to take the action were
delivered to
the corporation as provided in subsection (c). In the event that the action
which is consented to is such as would have required the filing of a
certificate under any other section of this act, if such action had been voted
on by members at a meeting thereof, the certificate
filed
under such other section shall state, in lieu of any statement required by such
section concerning any vote of members, that written
consent
has 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.