§ 55-7-04. Action without meeting.
§ 55‑7‑04. Actionwithout meeting.
(a) Action required orpermitted by this Chapter to be taken at a shareholders' meeting may be takenwithout a meeting and without prior notice except as required by subsection (d)of this section, if the action is taken by all the shareholders entitled tovote on the action or, subject to subsection (a1) of this section, if soprovided in the articles of incorporation of a corporation that is not a publiccorporation at the time the action is taken, by shareholders having not lessthan the minimum number of votes that would be necessary to take the action ata meeting at which all shareholders entitled to vote were present and voted.The action must be evidenced by one or more unrevoked written consents bearingthe date of signature and signed by shareholders sufficient to take the actionwithout a meeting, before or after such action, describing the action taken anddelivered to the corporation for inclusion in the minutes or filing with thecorporate records. To the extent the corporation has agreed pursuant to G.S. 55‑1‑50,a shareholder's consent to action taken without meeting or revocation thereofmay be in electronic form and delivered by electronic means.
(a1) Notwithstandingsubsection (a) of this section, the following actions may be taken without ameeting only by all the shareholders entitled to vote on the action:
(1) If cumulative votingis not authorized, the election of directors at the annual meeting; or
(2) If cumulative votingis authorized, the election of directors and the removal of a director unlessthe entire board of directors is to be removed, and if G.S. 55‑7‑28(e)applies to the corporation, an amendment to the articles of incorporation todeny or limit the right of shareholders to vote cumulatively and an amendmentto the articles of incorporation or bylaws to decrease the number of directors.
(b) A shareholder'swritten consent to action to be taken without a meeting shall cease to beeffective on the sixty‑first day after the date of signature appearing onthe consent unless prior to the sixty‑first day the corporation hasreceived unrevoked written consents sufficient under subsection (a) of thissection to take the action without meeting. If not otherwise fixed under G.S.55‑7‑03 or G.S. 55‑7‑07, the record date fordetermining shareholders entitled to take action without a meeting is theearliest date of signature appearing on any consent that is to be counted insatisfying the requirements of subsection (a) of this section. A shareholdermay only revoke a written consent if such shareholder delivers to thecorporation a written revocation prior to the corporation's receipt ofunrevoked written consents sufficient under subsection (a) of this section totake the action.
(c) A consent signedunder this section has the effect of a meeting vote and may be described assuch in any document.
(d) Unless the articlesof incorporation otherwise provide, if shareholder approval is required by thisChapter for (i) an amendment to the articles of incorporation pursuant toArticle 10 of this Chapter, (ii) a plan of merger or share exchange pursuant toArticle 11 of this Chapter, (iii) a plan of conversion pursuant to Part 2 ofArticle 11A of this Chapter, (iv) the sale, lease, exchange, or otherdisposition of all, or substantially all, of the corporation's propertypursuant to Article 12 of this Chapter, or (v) a proposal for dissolutionpursuant to Article 14 of this Chapter, and the approval is to be obtainedthrough action without meeting, the corporation must give its shareholders,other than shareholders who consent to the action, written notice of theproposed action at least 10 days before the action is taken. The notice shallcontain or be accompanied by the same material that, under this Chapter, wouldhave been required to be sent to shareholders not entitled to vote on theaction in a notice of meeting at which the proposed action would have beensubmitted to shareholders for action.
(e) If action is takenwithout a meeting by fewer than all shareholders entitled to vote on theaction, the corporation shall give written notice to all shareholders who havenot consented to the action and who, if the action had been taken at a meeting,would have been entitled to notice of the meeting with the same record date asthe action taken without a meeting, within 10 days after the action is taken.The notice shall describe the action and indicate that the action has beentaken without a meeting of shareholders. Failure to comply with therequirements of this subsection shall not invalidate any action taken thatotherwise complies with this section. (1955, c. 1371, s. 1; 1969, c. 751, s. 33; 1989, c.265, s. 1; 2001‑387, s. 11; 2001‑487, ss. 62(b), 62(c); 2005‑268,ss. 2, 3.)