414D-104.5 Action by ballot. (a) Except as otherwise restricted by the articles of incorporation or bylaws of a corporation, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a ballot to every member entitled to vote on the matter. The corporation may deliver ballots by electronic transmission.

(b) A ballot shall:

(1) Be either in written form or in the form of an electronic transmission;

(2) Set forth each proposed action;

(3) Provide an opportunity to vote for or withhold a vote for each candidate for election as a director or officer; and

(4) Provide an opportunity to vote for or against each proposed action.

(c) Approval by ballot pursuant to this section shall be valid only if:

(1) The number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting to authorize the action; and

(2) The number of affirmative votes equals or exceeds the number of affirmative votes for approval that would be required to approve the action at a meeting.

(d) All solicitations for votes by ballot shall:

(1) Indicate the number of responses needed to meet the quorum requirements;

(2) State the percentage of approvals necessary to approve each action; and

(3) Specify the time by which a ballot shall be received by the corporation in order to be counted.

(e) Except as otherwise provided in the articles of incorporation or bylaws of the corporation, a ballot shall not be revoked. [L 2011, c 37, 2; am L 2012, c 58, 8]

 

 

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