1. (1) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.
2. (2) A corporation may deliver a written ballot by electronic communication as long as a member gives consent. Consent by a member to receive notice by electronic communication in a certain manner constitutes consent to receive a ballot by electronic communication in the same manner.

3. (3) A written ballot must:

   1. (a) set forth each proposed action; and
   2. (b) provide an opportunity to vote for or against each proposed action.

4. (4) Approval by written ballot pursuant to this section is valid only when:

   1. (a) the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action; and
   2. (b) 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.

5. (5) All solicitations for votes by written ballot must:

   1. (a) indicate the number of responses needed to meet the quorum requirements;
   2. (b) state the percentage of approvals necessary to approve each matter other than election of directors; and
   3. (c) specify the time by which a ballot must be received by the corporation in order to be counted.
6. (6) Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.

History: En. Sec. 65, Ch. 411, L. 1991; amd. Sec. 8, Ch. 190, L. 2013.