Section 293-A:7.04 Action Without Meeting.
I. (a) Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) If not otherwise determined under RSA 293-A:7.03 or RSA 293-A:7.07, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under RSA 293-A:7.04, I(a).
(c) A consent signed under RSA 293-A:7.04, I has the effect of a meeting vote and may be described as such in any document.
(d) If this chapter requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by unanimous consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the proposed action at least 10 days before the action is taken. The notice must contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.
II. The articles of incorporation may allow action without meeting under the following as an alternative to RSA 293-A:7.04, I:
(a) Unless otherwise provided in the articles of incorporation, any action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting without prior notice and without a vote, if the action is taken by all the number of shareholders having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shares entitled to vote thereon were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by the number of shareholders necessary to take such action, indicating the date of signature of each shareholder, and delivered by hand or by certified or registered mail, return receipt requested, to the corporation for inclusion in the minutes or filing with the corporate records. No written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent, it is delivered in the manner required by this paragraph to the corporation. The date of the corporate action shall be the date of delivery to the corporation as required by this paragraph.
(b) If not otherwise fixed under RSA 293-A:7.03 or RSA 293-A:7.07, 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).
(c) A consent signed under RSA 293-A:7.04, II has the effect of a meeting vote and may be described as such in any document.
(d) The corporation must give the shareholders who did not consent in writing prompt written notice of the action. The notice must contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action, including when appropriate, the dissenters' notice required by RSA 293-A:13.22. The dissenters' notice must be sent no later than 10 days after the corporate action was taken.
Source. 1992, 255:1, eff. Jan. 1, 1993.