RS 12:76 Consent of shareholders
§76. Consent of shareholders
A. Whenever by any provision of law, the articles or the by-laws, the affirmative vote of shareholders is required to authorize or constitute corporate action, the consent in writing to such corporate action signed by all of the shareholders having voting power on the particular question, shall be sufficient for the purpose, without necessity for a meeting of shareholders.
B. If the articles provide that such a consent may be signed by fewer than all of the shareholders having voting power on any question, the consent need be signed only by shareholders holding that proportion of the total voting power on the question which is required by the articles or by law, whichever requirement is higher.
C. The consent, together with a certificate by the secretary of the corporation to the effect that the subscribers to the consent constitute all or the required proportion of the shareholders entitled to vote on the particular question, shall be filed with the records of proceedings of the shareholders. If the consent is signed by fewer than all of the shareholders having voting power on the question, prompt notice shall be given to all of the shareholders having voting power on the question, other than those who signed the consent, of the action taken pursuant to the consent.
Acts 1968, No. 105, §1; Acts 1997, No. 914, §1.