(1)Unless otherwise provided by the
bylaws, any action required or permitted by articles 121 to 137 of this title to be
taken at a members' meeting may be taken without a meeting if members entitled
to vote thereon unanimously agree and consent to such action in writing.
(2)No action taken pursuant to this section shall be effective unless writings
describing and consenting to the action, signed by members sufficient under
subsection (1) of this section to take the action and not revoked pursuant to
subsection (3) of this section, are received by the nonprofit corporation within sixty
days after the date the earliest dated writing describing and consenting to the
action is received by the nonprofit corporation. Unless otherwise provided by the
bylaws, any such writing may be re
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(1) Unless otherwise provided by the
bylaws, any action required or permitted by articles 121 to 137 of this title to be
taken at a members' meeting may be taken without a meeting if members entitled
to vote thereon unanimously agree and consent to such action in writing.
(2) No action taken pursuant to this section shall be effective unless writings
describing and consenting to the action, signed by members sufficient under
subsection (1) of this section to take the action and not revoked pursuant to
subsection (3) of this section, are received by the nonprofit corporation within sixty
days after the date the earliest dated writing describing and consenting to the
action is received by the nonprofit corporation. Unless otherwise provided by the
bylaws, any such writing may be received by the nonprofit corporation by
electronically transmitted facsimile or other form of wire or wireless
communication providing the nonprofit corporation with a complete copy thereof,
including a copy of the signature thereto. Action taken pursuant to this section
shall be effective when the last writing necessary to effect the action is received by
the nonprofit corporation, unless the writings describing and consenting to the
action state a different effective date.
(3) Any member who has signed a writing describing and consenting to
action taken pursuant to this section may revoke such consent by a writing signed
and dated by the member describing the action and stating that the member's prior
consent thereto is revoked, if such writing is received by the nonprofit corporation
before the last writing necessary to effect the action is received by the nonprofit
corporation.
(4) Subject to subsection (8) of this section, the record date for determining
members entitled to take action without a meeting or entitled to be given notice
under subsection (7) of this section of action so taken is the date a writing upon
which the action is taken pursuant to subsection (1) of this section is first received
by the nonprofit corporation.
(5) Action taken under this section has the same effect as action taken at a
meeting of members and may be described as such in any document.
(6) In the event voting members are entitled to vote cumulatively in the
election of directors, voting members may take action under this section to elect or
remove directors only pursuant to section 7-127-208 and only if the required signed
writings describing and consenting to the election or removal of the directors are
received by the nonprofit corporation.
(7) In the event action is taken under subsection (1) of this section with less
than unanimous consent of all members entitled to vote upon the action, the
nonprofit corporation or the members taking the action shall, promptly after all of
the writings necessary to effect the action have been received by the nonprofit
corporation, give notice of such action to all members who were entitled to vote
upon the action. The notice shall contain or be accompanied by the same material, if
any, that under articles 121 to 137 of this title would have been required to be given
to members in or with a notice of the meeting at which the action would have been
submitted to the members for action.
(8) The district court for the county in this state in which the street address
of the nonprofit corporation's principal office is located or, if the nonprofit
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 nonprofit
corporation has no registered agent, the district court for the city and county of
Denver may, upon application of the nonprofit corporation or any member who
would be entitled to vote on the action at a members' meeting, summarily state a
record date for determining members entitled to sign writings consenting to an
action under this section and may enter other orders necessary or appropriate to
effect the purposes of this section.
(9) All signed written instruments necessary for any action taken pursuant to
this section shall be filed with the minutes of the meetings of the members.