14-3-708. Consent in writing or electronic transmission of actions of members; effect; notice.

Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members who would be entitled to vote at a meeting and who have voting power to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all members entitled to vote were present and voted. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, signed by those members representing the requisite number of votes, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.#

No consent in writing or by electronic transmission signed under this Code section shall be valid unless:#

1. (1)

   The consenting member has been furnished the same material that, under this chapter, would have been required to be sent to members in a notice of a meeting at which the proposed action would have been submitted to the members for action; or#

2. (2)

   The written consent contains an express waiver of the right to receive the material otherwise required to be furnished.#

If not otherwise determined under Code Section 14-3-703 or Code Section 14-3-706, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent.#

A consent signed under this Code section has the effect of a meeting vote and may be described as such in any document. Except as otherwise provided in the articles or bylaws, whenever this chapter or the articles or bylaws require a signature of a member, the signature may be a manual, facsimile, conformed, or electronic signature.#

Written notice of member approval pursuant to this Code section shall be given to all members who have not signed the written consent. If such written notice is required, member approval pursuant to this Code section shall be effective ten days after such written notice is given.#

An electronic transmission which is transmitted by a member that evidences a member’s consent, whether such consent is on a ballot or other document; requests or demands an action to be taken by the corporation; or provides notice to the corporation under this chapter shall be deemed to be written, signed, and dated for the purposes of this chapter, provided that any such electronic transmission sets forth or is delivered with information from which the corporation can determine:#

1. (1)

   That the electronic transmission was transmitted by the member; and#

2. (2)

   The date on which such member transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent, request, demand, or notice was signed.#

With respect to notices and demands by a member to the corporation, this subsection is in addition to, and not in lieu of, the restrictions and limitations applicable to notices set forth in Code Section 14-3-141.#