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This entry was published on 2022-11-25
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Action by members without a meeting
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 6
§ 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 upon
the consent of all of the members entitled to vote thereon, which
consent shall set forth the action so taken. Such consent may be written
or electronic. If written, the consent must be executed by the member or
the member's authorized officer, director, employee or agent by signing
such consent or causing his or her signature to be affixed to such
consent by any reasonable means including but not limited to facsimile
signature. If electronic, the transmission of the consent must be sent
by electronic mail or other electronic means and set forth, or be
submitted with, information from which it can reasonably be determined
that the transmission was authorized by the member. 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

(b) Written or electronic 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 unanimous 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 or her stead, or if such other person
also dies or is for any reason unable to act, his or her legal
representative may act.