Sec. 33-698. Action without meeting.
Sec. 33-698. Action without meeting. (a) Any action which, under any provision
of sections 33-600 to 33-998, inclusive, may be taken at a meeting of shareholders may
be taken without a meeting as follows: (1) By one or more consents in writing, setting
forth the action so taken or to be taken, bearing the date of signature and 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 section is hereafter referred
to as "unanimous written consent"; or (2) if the certificate of incorporation so provides,
by one or more consents in writing, bearing the date of signature and setting forth the
action to be taken, signed by persons holding such designated proportion, not less than
a majority, of the voting power of shares, or of the shares of any particular class, entitled
to vote thereon or to take such action, as may be provided in the certificate of incorporation, or their duly authorized attorneys; except that directors may not be elected by action
of shareholders without a meeting of shareholders other than by unanimous written
consent, or pursuant to a plan of merger. If action is proposed to be taken by written
consent of less than all of such persons, or their duly authorized attorneys, notice in
writing of such proposed action shall be given to each person who would be entitled to
vote thereon at a meeting held for that purpose. Such notice shall be given in the manner
of giving notice of a meeting of shareholders not less than twenty days nor more than
fifty days before the date any such consents are to become effective. If not less than
five days before the date any such consents are to become effective, the secretary of the
corporation shall have received from such persons, or their duly authorized attorneys,
holding not less than one-tenth of the voting power of all shares entitled to vote at such
a meeting, a demand in writing that such action not be taken by written consent, all
persons to whom such notice was given shall be so notified, and the corporation shall
not take such proposed action except at a meeting of shareholders. 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 shareholders.
(b) If not otherwise fixed under section 33-697 or 33-701, the record date for determining shareholders entitled to take action without a meeting is the date the first
shareholder signs the consent under subsection (a) of this section. No written consent
shall be effective to take the corporate action referred to therein unless, within sixty
days of the earliest date appearing on a consent delivered to the corporation in the manner
required by this section, written consents signed by shareholders sufficient in number
to take corporate action are received by the corporation. A written consent may be
revoked by a writing to that effect, provided such revocation shall not be effective if it
is received by the corporation after the corporation has received a sufficient number of
unrevoked written consents to take corporate action.
(c) A consent signed under this section has the effect of a meeting vote and may be
described as such in any document.
(P.A. 94-186, S. 59, 215; P.A. 96-271, S. 48, 254; P.A. 98-137, S. 3, 62; 98-219, S. 33, 34.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation
with "certificate" of incorporation, effective January 1, 1997; P.A. 98-137 amended Subsec. (a) to replace "consent" with
"one or more consents", require the consents to bear the date of signature and delete the provision that any consents which
become effective shall have the same force and effect as a vote of shareholders at a meeting duly held and may be stated
as such in any certificate or document filed under Secs. 33-600 to 33-998, inclusive, and amended Subsec. (b) to add
provisions that barred the effectiveness of a written consent to take the corporate action referred to in such consent unless
within 60 days written consents sufficient in number to take corporate action are received by the corporation and that
authorized the revocation in writing of a written consent provided such revocation is not effective if it is received by the
corporation after the corporation has received a sufficient number of unrevoked written consents to take corporate action,
effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.