§ 10-33-74 — Member action by ballot

1. Except as provided in subsection 5 and unless prohibited or limited by the articles or
bylaws, an action that may be taken at a regular or special meeting of members may
be taken without a meeting if the corporation mails or delivers a ballot to every
member entitled to vote on the matter.
2. A ballot must set forth each proposed action and provide an opportunity to vote for or
against each proposed action.
3. Approval by ballot under this section is valid only if:
a. The number of votes cast by ballot equals or exceeds the quorum required to be
present at a meeting authorizing the action; and
b. 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. Solicitations for votes by ballot must:
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; and
c. Specify the time by which a ballot must be received by the corporation in order to
be counted.
5. Except as otherwise provided in the articles or bylaws, a ballot may not be revoked.

6. With respect to a ballot by electronic communication:
a. A corporation may deliver a ballot by electronic communication only if the
corporation complies with subsection 4 of section 10-33-68 as if the ballot were a
notice.
b. Consent by a member to receive notice by electronic communication in a certain
manner constitutes consent to receive a ballot by electronic communication in the
same manner.