§ 4-33-704 — Action by written consent

(a) (1) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the voting power. (2) The action must be evidenced by one (1) or more written consents describing the action taken, signed by those members representing at least eighty percent (80%) of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) If not otherwise determined under § 4-33-703 or § 4-33-707 , the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a) of this section. (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the Secretary of State. (d) (1) Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. (2) If written notice is required, member approval pursuant to this section shall be effective ten (10) days after such written notice is given. (e) (1) The signature of a member may be affixed to a written consent by any reasonable means, including without limitation facsimile signature or electronic image. (2) The written consent may be delivered to the corporation by electronic communication, including without limitation facsimile transmission or electronic mail.

Legislative History

Acts 1993, No. 1147, § 704; 2009, No. 167, § 1.