(1)Unless the articles of incorporation
require that such action be taken at a shareholders' meeting, any action required or
permitted by articles 101 to 117 of this title to be taken at a shareholders' meeting
may be taken without a meeting if:
(a)All of the shareholders entitled to vote thereon consent to such action in
writing; or
(b)Except as otherwise provided in subsection (1.5) of this section and if
expressly provided for in the articles of incorporation, the shareholders holding
shares 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 of the shares entitled to
vote thereon were present and voted consent to such action in writing.
(1.5) If shares are entitled to be voted cumulatively in
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(1) Unless the articles of incorporation
require that such action be taken at a shareholders' meeting, any action required or
permitted by articles 101 to 117 of this title to be taken at a shareholders' meeting
may be taken without a meeting if:
(a) All of the shareholders entitled to vote thereon consent to such action in
writing; or
(b) Except as otherwise provided in subsection (1.5) of this section and if
expressly provided for in the articles of incorporation, the shareholders holding
shares 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 of the shares entitled to
vote thereon were present and voted consent to such action in writing.
(1.5) If shares are entitled to be voted cumulatively in the election of
directors, shareholders may take action under this section to elect or remove
directors only if:
(a) The articles of incorporation do not require that such action be taken at a
shareholders' meeting; and
(b) All of the shareholders entitled to vote in the election or removal sign
writings describing and consenting to the election or removal of the same directors
and the writings are received by the corporation in accordance with subsection (2)
of this section.
(2) (a) No action taken pursuant to this section is effective unless, within
sixty days after the date the corporation first receives a document describing and
consenting to the action and signed by a shareholder, the corporation has received
documents that describe and consent to the action, signed by shareholders holding
at least the number of shares entitled to vote on the action as required by
subsection (1) or (1.5) of this section, as the case may be, disregarding any such
document that has been revoked pursuant to subsection (3) of this section.
(b) (I) Action taken pursuant to this section is effective as of the date the
corporation receives the last document necessary to effect the action unless all of
the documents necessary to effect the action state another date as the effective
date of the action, in which case the stated date is the effective date of the action.
(II) A consent given by electronic transmission is delivered to the corporation
upon the earliest of:
(A) When the consent enters an information processing system, if any,
designated by the corporation for receiving consents if the electronic transmission
is in a form capable of being processed by that system and the corporation is able
to retrieve that electronic transmission. Whether the corporation has designated an
information processing system to receive consents is determined by the articles of
incorporation, by the bylaws, or from the context and surrounding circumstances,
including the conduct of the corporation.
(B) When a paper reproduction of the consent is delivered to the
corporation's principal place of business or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of shareholders or
members are recorded;
(C) When a paper reproduction of the consent is delivered to the
corporation's registered office in this state by hand or by certified or registered
mail, return receipt requested; or
(D) When delivered in such other manner, if any, provided by resolution of the
board of directors or governing body of the corporation.
(III) A consent given by electronic transmission is delivered under this
section even if no person is aware of its receipt. Receipt of an electronic
acknowledgment from an information processing system establishes that a consent
given by electronic transmission was received but does not, by itself, establish that
the content sent corresponds to the content received.
(3) Any shareholder who has signed a document describing and consenting
to action taken pursuant to this section may revoke the consent by a document
signed and dated by the shareholder describing the action and stating that the
shareholder's prior consent thereto is revoked, if the document is received by the
corporation prior to the effectiveness of the action.
(4) If not otherwise fixed under subsection (7) of this section or section 7-107-107, the record date for determining shareholders entitled to take action
pursuant to this section or entitled to be given notice under subsection (5.5) of this
section of action taken pursuant to this section is the date the corporation first
receives a document upon which the action is taken pursuant to this section.
(5) Action taken under this section has the same effect as action taken at a
meeting of shareholders and may be described as such in any document.
(5.5) If action is taken under subsection (1) of this section with less than
unanimous consent of all shareholders entitled to vote upon the action, the
corporation or shareholders taking the action shall, upon receipt by the corporation
of all documents necessary to effect the action, give notice of the action to all
shareholders who were entitled to vote upon the action but who have not consented
to the action in the manner provided in subsection (1) of this section. The notice
must contain or be accompanied by the same material, if any, that would have been
required under articles 101 to 117 of this title 7 to be given to shareholders in or with
a notice of the meeting at which the action would have been submitted to the
shareholders.
(6) (Deleted by amendment, L. 96, p. 1316, � 18, effective June 1, 1996.)
(7) The district court for the county in this state in which the street address
of the corporation's principal office is located or, if the corporation has no principal
office in this state, the district court for the county in which the street address of its
registered agent is located, or, if the corporation has no registered agent, the
district court for the city and county of Denver may, upon application of the
corporation or any shareholder who would be entitled to vote on the action at a
shareholders' meeting, summarily state a record date for determining shareholders
entitled to sign documents consenting to an action under this section and may
enter other orders necessary or appropriate to effect the purposes of this section.