Section 181.0708. Action by written ballot.

 

(1m)   Definition. In this section, “written ballot" includes a ballot transmitted or received by electronic means.

(1r)   When permitted. If permitted by the articles of incorporation or bylaws, any action that may be taken at an annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.

(2)   Ballot requirements. A written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action.

(3)   Voting requirements. Approval by written ballot under this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

(4)   Solicitation requirements. A solicitation for votes by written ballot shall include all of the following:

(a) The number of responses needed to meet the quorum requirements.

(b) The percentage of approvals necessary to approve each matter other than election of directors.

(c) The time by which a ballot must be received by the corporation in order to be counted.

(5)   Revocation. Except as otherwise provided in the articles of incorporation or bylaws, a written ballot may not be revoked.

1997 a. 79 ; 2003 a. 259 .