§ 33-1064 — Action without meeting. Validity of actions at meetings not properly called.

(a) Any action which, under any provision of sections 33-1000 to 33-1290, inclusive, may be taken at a meeting of members may be taken without a meeting by one or more consents in writing, setting forth the action so taken or to be taken, signed by all of the persons who would be entitled to vote upon such action at a meeting, or by their duly authorized attorneys which action for purposes of this subsection shall be referred to as “unanimous written consent”. The secretary shall file such consent or consents, or certify the tabulation of such consents and file such certificate, with the minutes of the meetings of the members. A unanimous written consent shall have the same force and effect as a vote of the members at a meeting duly held, and may be stated as such in any certificate or document filed under sections 33-1000 to 33-1290, inclusive. (b) The certificate of incorporation or bylaws may provide that any action that may be taken at any meeting of members may be taken without a meeting if the corporation delivers notice that includes a ballot to every member entitled to vote on the matter. A ballot shall: (1) Be in writing; (2) set forth each proposed action; (3) provide an opportunity to vote for, or withhold a vote for, each candidate for election as a director, if any; and (4) provide an opportunity to vote for or against each other proposed action. (c) Approval by ballot pursuant to this section of action other than election of directors is 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. A ballot signed under this section shall have the same force and effect as a vote of the member who signed it at a meeting duly held, and may be stated as such in any certificate or document filed under sections 33-1000 to 33-1290 , inclusive. (d) Any solicitation for votes by ballot shall: (1) Indicate the number of responses needed to meet the quorum requirements, (2) state the percentage of approvals necessary to approve each matter other than election of directors, and (3) specify the time by which a ballot must be received by the corporation in order to be counted. (e) Except as otherwise provided in the certificate of incorporation or bylaws, a ballot may not be revoked. (f) If not otherwise fixed under section 33-1063 or 33-1067 , the record date for determining members entitled to take action without a meeting is: (1) The date the first member signs the consent under subsection (a) of this section, or (2) the date the corporation delivers the notice under subsection (b) of this section. (g) The absence from the minutes of any indication that a member objected to holding the meeting shall prima facie establish that no such objection was made.

Legislative History

(P.A. 96-256, S. 44, 209; P.A. 98-137, S. 39, 62; 98-219, S. 33, 34; P.A. 21-39, S. 20.) History: P.A. 96-256 effective January 1, 1997; P.A. 98-137 amended Subsec. (a) to replace “consent” with “one or more consents”, add provision that any action taken by one or more consents under said Subsec. shall be referred to as “unanimous written consent” and replace in the provision re force and effect of a consent “Any consent or consents which become effective as provided herein” with “A unanimous written consent”, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 21-39 substantially revised Subsecs. (b) to (d) re notice, ballot and solicitation for votes for action taken without meeting and added Subsecs. (e) to (g) re no revocation of ballot, determination of record date and absence from minutes of objection, effective June 14, 2021.