State Codes and Statutes
Statutes > Utah > Title-16 > Chapter-10a > 16-10a-70416-10a-704. Action without meeting.
(1) Unless otherwise provided in the articles of incorporation and Subsection (5), andsubject to the limitations of Subsection 16-10a-1704(4), any action which may be taken at anyannual or special meeting of shareholders may be taken without a meeting and without priornotice, if one or more consents in writing, setting forth the action so taken, shall be signed by theholders of outstanding shares having not less than the minimum number of votes that would benecessary to authorize or take the action at a meeting at which all shares entitled to vote thereonwere present and voted.
(2) (a) Unless the written consents of all shareholders entitled to vote have beenobtained, notice of any shareholder approval without a meeting shall be given at least 10 daysbefore the consummation of the transaction, action, or event authorized by the shareholder actionto:
(i) those shareholders entitled to vote who have not consented in writing; and
(ii) those shareholders not entitled to vote and to whom this chapter requires that noticeof the proposed action be given.
(b) The notice shall contain or be accompanied by the same material that, under thischapter, would have been required to be sent in a notice of meeting at which the proposed actionwould have been submitted to the shareholders for action.
(3) Any shareholder giving a written consent, or the shareholder's proxyholder, or atransferee of the shares or a personal representative of the shareholder or their respectiveproxyholder, may revoke the consent by a signed writing describing the action and stating thatthe shareholder's prior consent is revoked, if the writing is received by the corporation prior tothe effectiveness of the action.
(4) A shareholder action taken pursuant to this section is not effective unless all writtenconsents on which the corporation relies for the taking of an action pursuant to Subsection (1) arereceived by the corporation within a 60-day period and not revoked pursuant to Subsection (3). Action taken by the shareholders pursuant to this section is effective as of the date the last writtenconsent necessary to effect the action is received by the corporation, unless all of the writtenconsents necessary to effect the action specify a later date as the effective date of the action, inwhich case the later date shall be the effective date of the action. If the corporation has receivedwritten consents as contemplated by Subsection (1) signed by all shareholders entitled to votewith respect to the action, the effective date of the shareholder action may be any date that isspecified in all the written consents as the effective date of the shareholder action. Unlessotherwise provided by the bylaws, the writing may be received by the corporation byelectronically transmitted facsimile or other form of communication providing the corporationwith a complete copy thereof, including a copy of the signature thereto.
(5) Notwithstanding Subsection (1), directors may not be elected by written consentexcept by unanimous written consent of all shares entitled to vote for the election of directors.
(6) If not otherwise determined under Sections 16-10a-703 or 16-10a-707, the recorddate for determining shareholders entitled to take action without a meeting or entitled to be givennotice under Subsection (2) of action so taken is the date the first shareholder delivers to thecorporation a writing upon which the action is taken pursuant to Subsection (1).
(7) Action taken under this section has the same effect as action taken at a meeting ofshareholders and may be so described in any document.
Amended by Chapter 378, 2010 General Session
