§ 7-1.2-707 - Action by shareholders without a meeting.
SECTION 7-1.2-707
§ 7-1.2-707 Action by shareholders withouta meeting. – (a) Any action required or permitted to be taken at a meeting of shareholdersby this chapter, or the articles of incorporation or bylaws of a corporation,may be taken without a meeting if all the shareholders entitled to vote on theaction consent to the action in writing.
(b) Except for actions pursuant to § 7-1.2-1002 or§ 7-1.2-1102, any action required or permitted to be taken at a meeting ofshareholders by this chapter or the articles of incorporation or bylaws of acorporation, may be taken without a meeting upon the written consent of lessthan all the shareholders entitled to vote on the action, if:
(i) Shareholders who consent would be entitled to cast atleast the minimum number of votes that would be required to take the action ata meeting at which all shareholders entitled to vote on the action are presentand voting in person or by proxy; and
(ii) Action pursuant to this section is authorized by thearticles of incorporation.
(2) Prompt notice of the action must be given to allshareholders who would have been entitled to vote upon the action if themeeting were held.
(c) Whenever action is taken pursuant to this section, thewritten consents of the shareholders consenting to the action must be filedwith the minutes of proceedings of shareholders.
(d) Any action taken pursuant to this section has the sameeffect for all purposes as if the action had been taken at a meeting of theshareholders.
(e) If any other provision of this chapter requires thefiling of a certificate upon the taking of an action by shareholders, andaction is taken in the manner authorized by this section, the certificate muststate that the action was taken without a meeting pursuant to the writtenconsents of the shareholders and must include the number of shares representedby the consents.
(f) The record date for determining shareholders entitled toexpress consent in writing, without a meeting, is determined in accordance with§ 7-1.2-703 and, if no record date is fixed for the determination ofshareholders entitled to vote by written consent, the date on which suchrequest for written consent is delivered, in accordance with § 7-1.2-702,to shareholders is the record date for the determination of shareholdersentitled to express such written consent.