Title 7 – Corporations and Associations
Article 127 – Members’ Meetings and Voting
Action by written ballot
7-127-109. Action by written ballot
(1) Unless otherwise provided by the bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the nonprofit corporation delivers a written ballot to every member entitled to vote on the matter.
(2) A written ballot shall:
(a) State each proposed action; and
(b) Provide an opportunity to vote for or against each proposed action.
(3) Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(4) All solicitations for votes by written ballot shall:
(a) Indicate the number of responses needed to meet the quorum requirements;
(b) State the percentage of approvals necessary to approve each matter other than election of directors;
(c) State the time by which a ballot must be received by the nonprofit corporation in order to be counted; and
(d) Be accompanied by written information sufficient to permit each person casting such ballot to reach an informed decision on the matter.
(5) Unless otherwise provided by the bylaws, a written ballot may not be revoked.
(6) Action taken under this section has the same effect as action taken at a meeting of members and may be described as such in any document.
Source: L. 97: Entire article added, p. 680, § 3, effective July 1, 1998. L. 2003: (2)(a) and (4)(c) amended, p. 2339, § 296, effective July 1, 2004.