16-6a-707 - Action without meeting.
16-6a-707. Action without meeting.
(1) Unless otherwise provided in the articles of incorporation and Subsection (5), andsubject to the limitations of Subsection 16-6a-1704(3), any action that may be taken at anyannual or special meeting of members may be taken without a meeting and without prior notice,if one or more consents in writing, setting forth the action taken, are signed by the membershaving not less than the minimum voting power that would be necessary to authorize or take theaction at a meeting at which all members entitled to vote on the action were present and voted.
(2) (a) Unless the written consents of all members entitled to vote have been obtained,notice of any member approval without a meeting shall be given at least 10 days before theconsummation of the transaction, action, or event authorized by the member action to:
(i) those members entitled to vote who have not consented in writing; and
(ii) those members:
(A) not entitled to vote; and
(B) to whom this chapter requires that notice of the proposed action be given.
(b) The notice required pursuant to Subsection (2)(a) shall contain or be accompanied bythe same material that under this chapter would have been required to be sent in a notice ofmeeting at which the proposed action would have been submitted to the members for action.
(3) Any member giving a written consent, or the member's proxyholder or a personalrepresentative of the member or their respective proxyholder, may revoke the consent by a signedwriting:
(a) describing the action;
(b) stating that the member's prior consent is revoked; and
(c) that is received by the nonprofit corporation prior to the effectiveness of the action.
(4) (a) A member action taken pursuant to this section is not effective unless all writtenconsents on which the nonprofit corporation relies for the taking of an action pursuant toSubsection (1) are:
(i) received by the nonprofit corporation within a 60-day period; and
(ii) not revoked pursuant to Subsection (3).
(b) Action taken by the members pursuant to this section is effective:
(i) as of the date the last written consent necessary to effect the action is received by thenonprofit corporation; or
(ii) if all of the written consents necessary to effect the action specify a later date as theeffective date of the action, the later date specified in the consents.
(c) If the nonprofit corporation has received written consents in accordance withSubsection (1) signed by all members entitled to vote with respect to the action, the effective dateof the member action may be any date that is specified in all the written consents as the effectivedate of the member action.
(d) Unless otherwise provided by the bylaws, a written consent under this Subsection (4)may be received by the nonprofit corporation by electronically transmitted facsimile or otherform of communication providing the nonprofit corporation with a complete copy of the writtenconsent, including a copy of the signature to the written consent.
(5) Notwithstanding Subsection (1), directors may not be elected by written consentexcept by unanimous written consent of all members entitled to vote for the election of directors.
(6) If not otherwise determined under Section 16-6a-703 or 16-6a-706, the record datefor determining the members entitled to take action without a meeting or entitled to be given
notice under Subsection (2) of action taken without a meeting is the date the first memberdelivers to the nonprofit corporation a writing upon which the action is taken pursuant toSubsection (1).
(7) Action taken under this section has the same effect as action taken at a meeting ofmembers and may be so described in any document.
Amended by Chapter 197, 2002 General Session