US Laws, Codes, Statutes & Cases

 
  § 614. Action by members without a meeting.
    (a) Whenever, under this chapter, members are required or permitted to
  take  any  action by vote, such action may be taken without a meeting on
  written consent, setting forth the action so taken, signed by all of the
  members entitled to vote thereon. This paragraph shall not be  construed
  to  alter  or modify any provision in a certificate of incorporation not
  inconsistent with this chapter under which the written consent  of  less
  than all of the members is sufficient for corporate action.
    (b)  Written  consent thus given by all members entitled to vote shall
  have the same effect as a unanimous vote of members and any  certificate
  with  respect to the authorization or taking of any such action which is
  delivered to the department of state shall recite that the authorization
  was by uanimous written consent.
    (c) When there are no members of record, such action may be  taken  on
  the  written consent signed by a majority in interest of the subscribers
  for capital certificates whose subscriptions have been accepted or their
  successors in interest or, if no subscription has been accepted, on  the
  written  consent  signed  by  the  incorporator  or  a  majority  of the
  incorporators. When there are two or more incorporators, if any dies  or
  is  for  any reason unable to act, the other or others may act. If there
  is no incorporator able to act, any person for whom an incorporator  was
  acting  as agent may act in his stead, or if such other person also dies
  or is for any reason unable to act, his legal representative may act.