§ 7-1.2-707. Action by shareholders without a meeting.
(a) Any action required or permitted to be taken at a meeting of shareholders by this chapter, or the articles of incorporation or bylaws of a corporation, may be taken without a meeting if all the shareholders entitled to vote on the action consent to the action in writing.
(b)(1) Except for actions pursuant to § 7-1.2-1002 or § 7-1.2-1102, any action required or permitted to be taken at a meeting of shareholders by this chapter or the articles of incorporation or bylaws of a corporation, may be taken without a meeting upon the written consent of less than all the shareholders entitled to vote on the action, if:
(i) Shareholders who consent would be entitled to cast at least the minimum number of votes that would be required to take the action at a meeting at which all shareholders entitled to vote on the action are present and voting in person or by proxy; and
(ii) Action pursuant to this section is authorized by the articles of incorporation.
(2) Prompt notice of the action must be given to all shareholders who would have been entitled to vote upon the action if the meeting were held.
(c) Whenever action is taken pursuant to this section, the written consents of the shareholders consenting to the action must be filed with the minutes of proceedings of shareholders.
(d) Any action taken pursuant to this section has the same effect for all purposes as if the action had been taken at a meeting of the shareholders.
(e) If any other provision of this chapter requires the filing of a certificate upon the taking of an action by shareholders, and action is taken in the manner authorized by this section, the certificate must state that the action was taken without a meeting pursuant to the written consents of the shareholders and must include the number of shares represented by the consents.
(f) The record date for determining shareholders entitled to express consent in writing, without a meeting, is determined in accordance with § 7-1.2-703 and, if no record date is fixed for the determination of shareholders entitled to vote by written consent, the date on which such request for written consent is delivered, in accordance with § 7-1.2-702, to shareholders is the record date for the determination of shareholders entitled to express such written consent.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005,
ch. 130, § 1.