79-11-203 - Approval of action by members without holding meeting of members.
§ 79-11-203. Approval of action by members without holding meeting of members.
(1) Unless limited or prohibited by the articles or bylaws, action required or permitted by Section 79-11-101 et seq. to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the voting power. The action must be evidenced by one or more consents describing the action taken, signed by those members representing at least eighty percent (80%) of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(2) If not otherwise determined under Section 79-11-201 or 79-11-209, the record date for determining members entitled to take action without a meeting is the date the first member signed the consent under subsection (1) of this section.
(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the Secretary of State.
(4) Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten (10) days after such written notice is given.
Sources: Laws, 1987, ch. 485, § 52, eff from and after January 1, 1988.