2006 Utah Code - 16-10a-704 — Action without meeting.

     16-10a-704.   Action without meeting.
     (1) Unless otherwise provided in the articles of incorporation and Subsection (5), and subject to the limitations of Subsection 16-10a-1704(4), any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if one or more consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted.
     (2) (a) Unless the written consents of all shareholders entitled to vote have been obtained, notice of any shareholder approval without a meeting shall be given at least ten days before the consummation of the transaction, action, or event authorized by the shareholder action to:
     (i) those shareholders entitled to vote who have not consented in writing; and
     (ii) those shareholders not entitled to vote and to whom this chapter requires that notice of the proposed action be given.
     (b) The notice must contain or be accompanied by the same material that, under this chapter, would have been required to be sent in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.
     (3) Any shareholder giving a written consent, or the shareholder's proxyholder, or a transferee of the shares or a personal representative of the shareholder or their respective proxyholder, may revoke the consent by a signed writing describing the action and stating that the shareholder's prior consent is revoked, if the writing is received by the corporation prior to the effectiveness of the action.
     (4) A shareholder action taken pursuant to this section is not effective unless all written consents on which the corporation relies for the taking of an action pursuant to Subsection (1) are received by the corporation within a 60-day period and not revoked pursuant to Subsection (3). Action taken by the shareholders pursuant to this section is effective as of the date the last written consent necessary to effect the action is received by the corporation, unless all of the written consents necessary to effect the action specify a later date as the effective date of the action, in which case the later date shall be the effective date of the action. If the corporation has received written consents as contemplated by Subsection (1) signed by all shareholders entitled to vote with respect to the action, the effective date of the shareholder action may be any date that is specified in all the written consents as the effective date of the shareholder action. Unless otherwise provided by the bylaws, the writing may be received by the corporation by electronically transmitted facsimile or other form of communication providing the corporation with a complete copy thereof, including a copy of the signature thereto.
     (5) Notwithstanding Subsection (1), directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors.
     (6) If not otherwise determined under Sections 16-10a-703 or 16-10a-707, the record date for determining shareholders entitled to take action without a meeting or entitled to be given notice under Subsection (2) of action so taken is the date the first shareholder delivers to the corporation a writing upon which the action is taken pursuant to Subsection (1).
     (7) Action taken under this section has the same effect as action taken at a meeting of shareholders and may be so described in any document.

Amended by Chapter 184, 1993 General Session