43-38-517 - Procedure for taking action without a meeting on written consent.
43-38-517. Procedure for taking action without a meeting on written consent.
(a) To take action on written consent:
(1) A written waiver of acting at a meeting must be signed by all members, or a smaller number or percentage interest as provided for in the articles or bylaws, but not less than a majority in voting power; and
(2) A written consent must be signed by members who own membership interests with voting power equal to the voting power that would be required to take the same action at a meeting of the members at which all members are present.
(b) The action must be evidenced by one (1) or more instruments evidencing the waiver and consent, which shall be delivered to the secretary for inclusion in the records of the cooperative. All such instruments may be signed in counterparts.
(c) If not otherwise determined under § 43-38-526, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a).
(d) Unless otherwise provided in the articles or the bylaws, the action on written consent is effective when the last required member signs the waiver and written consent, unless a different effective time is provided in the instrument evidencing the written consent itself.
[Acts 2004, ch. 534, § 21.]