§ 10-33-73 — Member action without a meeting

An action required or permitted to be taken at a meeting of the members may be taken
without a meeting by written action signed, or consented to by authenticated electronic
communication, by all of the members entitled to vote on that action.
1. If the articles so provide, any action may be taken by written action signed, or
consented to by authenticated electronic communication, by the members who hold
voting power equal to the voting power that would be required to take the same action
at a meeting of the members at which all members were present. However, in no event
may written action be taken by members who hold less than a majority of the voting
power of all members entitled to vote on that action.
a. After the adoption of the initial articles, an amendment to the articles to permit
written action to be taken by less than all members requires the approval of all
members entitled to vote on the amendment.
b. When written action is permitted to be taken by less than all members, all
members must be notified immediately of its text and effective date no later than
five days after the effective time of the action.
c. Failure to provide the notice does not invalidate the written action.
d. A member who does not sign or consent to the written action has no liability for
the action or actions taken by the written action.
2. The written action is effective when signed by the required members, unless a different
effective time is provided in the written action.
3. When this chapter requires or permits a certificate concerning an action to be filed with
the secretary of state, the certificate must indicate if the action was taken under this
section.