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This entry was published on 2014-09-22
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Written consent of shareholders, subscribers or incorporators without a meeting
Business Corporation (BSC) CHAPTER 4, ARTICLE 6
§ 615. Written consent of shareholders, subscribers or incorporators

without a meeting.

(a) Whenever under this chapter shareholders 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 the
holders of all outstanding shares entitled to vote thereon or, if the
certificate of incorporation so permits, signed by the holders of
outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted.

In addition, this paragraph shall not be construed to alter or modify
the provisions of any section or any provision in a certificate of
incorporation not inconsistent with this chapter under which the written
consent of the holders of less than all outstanding shares is sufficient
for corporate action.

(b) No written consent shall be effective to take the corporate action
referred to therein unless, within sixty days of the earliest dated
consent delivered in the manner required by this paragraph to the
corporation, written consents signed by a sufficient number of holders
to take action are delivered to the corporation by delivery to its
registered office in this state, its principal place of business, or an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of shareholders are recorded. Delivery made to a
corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.

(c) Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
shareholders who have not consented in writing.

(d) Written consent thus given by the holders of such number of shares
as is required under paragraph (a) of this section shall have the same
effect as a valid vote of holders of such number of shares, and any
certificate with respect to the authorization or taking of any such
action which is to be delivered to the department of state shall recite
that written consent has been given in accordance with this section and
that written notice has been given as and to the extent required by this

(e) When there are no shareholders of record, such action may be taken
on the written consent signed by a majority in interest of the
subscribers for shares 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.