§ 7-127-109 — Action by written ballot

(1) Unless otherwise provided by the
bylaws, any action that may be taken at any annual, regular, or special meeting of
members may be taken without a meeting if the nonprofit corporation delivers a
written ballot to every member entitled to vote on the matter.

(2) A written ballot shall:

(a) State each proposed action; and

(b) Provide an opportunity to vote for or against each proposed action.

(3) Approval by written ballot pursuant to this section shall be valid only
when the number of votes cast by ballot equals or exceeds the quorum required to
be present at a meeting authorizing the action, and the number of approvals equals
or exceeds the number of votes that would be required to approve the matter at a
meeting at which the total number of votes cast was the same as the number of
votes cast by ballot.

(4) All solicitations for votes by written ballot shall:

(a) Indicate the number of responses needed to meet the quorum
requirements;

(b) State the percentage of approvals necessary to approve each matter
other than election of directors;

(c) State the time by which a ballot must be received by the nonprofit
corporation in order to be counted; and

(d) Be accompanied by written information sufficient to permit each person
casting such ballot to reach an informed decision on the matter.

(5) Unless otherwise provided by the bylaws, a written ballot may not be
revoked.

(6) 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.

Legislative History

Source: L. 97: Entire article added, p. 680, � 3, effective July 1, 1998. L. 2003: (2)(a) and (4)(c) amended, p. 2339, � 296, effective July 1, 2004.