Kentucky Statutes 273.377 – Member action without meeting
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(1) Any action required by KRS § 273.161 to KRS § 273.390 to be taken at a meeting of the members of a corporation, or any action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
(2) The action taken under this section shall be evidenced by one (1) or more written consents describing the action taken, signed by the members taking the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(3) Action taken under this section shall be effective when consents representing the votes necessary to take the action under this section are delivered to the corporation, or upon delivery of the consents representing the necessary votes, as of a different date if specified in the consent.
(4) Any member giving a consent may revoke the consent by a writing received by the corporation prior to the time that consents representing the votes required to take the action under this section have been delivered to the corporation but may not do so thereafter.
(5) A consent signed under this section shall have the effect of a meeting vote and may be described as such in any document.
Effective: June 24, 2015
History: Amended 2015 Ky. Acts ch. 34, sec. 75, effective June 24, 2015. — Created
1968 Ky. Acts ch. 165, sec. 67.
(2) The action taken under this section shall be evidenced by one (1) or more written consents describing the action taken, signed by the members taking the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
Terms Used In Kentucky Statutes 273.377
- Action: includes all proceedings in any court of this state. See Kentucky Statutes 446.010
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010
(3) Action taken under this section shall be effective when consents representing the votes necessary to take the action under this section are delivered to the corporation, or upon delivery of the consents representing the necessary votes, as of a different date if specified in the consent.
(4) Any member giving a consent may revoke the consent by a writing received by the corporation prior to the time that consents representing the votes required to take the action under this section have been delivered to the corporation but may not do so thereafter.
(5) A consent signed under this section shall have the effect of a meeting vote and may be described as such in any document.
Effective: June 24, 2015
History: Amended 2015 Ky. Acts ch. 34, sec. 75, effective June 24, 2015. — Created
1968 Ky. Acts ch. 165, sec. 67.