10-704. Action by shareholders without meeting; notice

A. Except as provided in subsection B of this section, an action required or permitted by chapters 1 through 17 of this title to be taken at a shareholders' meeting may be taken without a meeting if there is written consent by the holders of outstanding shares that are entitled to at least the minimum number of votes necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action are present and voted. The action taken by the written consent of the shareholders must be evidenced by one or more written consents describing the action taken and signed by holders of outstanding shares that are entitled to at least the minimum number of votes necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action are present and voted. The written consents to the action must be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

B. An action taken by shareholders without a shareholders' meeting must be taken by all shareholders and must be evidenced by written consent of all shareholders of the corporation if any of the following applies:

1. The action involves the election of directors or the removal of one or more directors.

2. The articles of incorporation or bylaws of the corporation require that an action taken by shareholders without a shareholders' meeting must be taken by all shareholders of the corporation.

3. The corporation is an issuing public corporation, as defined in section 10-2701, unless otherwise provided in its articles of incorporation or bylaws.

4. The corporation was formed in this state before August 6, 2016 unless its articles of incorporation or bylaws are amended after August 6, 2016 to provide that any action that is required or allowed to be taken at a shareholders' meeting may be taken without a meeting if there is written consent setting forth the action by the holders of outstanding shares that have at least the minimum number of votes necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action are present and voted. For the purposes of this paragraph, a corporation that becomes a corporation in this state by domestication, conversion or division before August 6, 2016 is deemed formed in this state before August 6, 2016.

C. The written consents described in subsections A and B of this section include electronic transmission. All written consents must be included in the minutes or filed with the corporate records. The filing must be in a paper format if the minutes are maintained in a paper format and must be in an electronic format if the minutes are maintained in an electronic format.

D. If not otherwise fixed under section 10-703 or 10-707, 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 or B of this section.

E. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

F. Unless otherwise specified in the consents, the action is effective on the date that the consents as prescribed by subsection A or B of this section have been delivered to the corporation, except that if chapters 1 through 17 of this title require that notice of proposed actions be given to shareholders not entitled to vote and the action is to be taken by unanimous consent of the shareholders entitled to vote, the effective date is not before ten days after the corporation gives its shareholders not entitled to vote written notice of the proposed action. The notice must contain or be accompanied by the same material that under chapters 1 through 17 of this title would have been required to be sent to shareholders not entitled to vote in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.

G. Any shareholder may revoke the shareholder's consent by delivering a signed revocation of the consent to the president or secretary before the date that the consents as prescribed by subsection A or B of this section have been delivered to the corporation.

H. Notice of the taking of a corporate action without a meeting must be given within thirty days after the effective date of the corporate action to both of the following:

1. Each shareholder of record on the record date for determining shareholders who are entitled to take the action pursuant to subsection D of this section and who did not consent to the action in writing.

2. Each shareholder who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of the meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation pursuant to subsection A of this section.