Sec. 33-1064. Action without meeting. Validity of actions at meetings not properly called. - Connecticut Statutes

      Sec. 33-1064. Action without meeting. Validity of actions at meetings not properly called. (a) Any action which, under any provision of sections 33-1000 to 33-1290, inclusive, may be taken at a meeting of members may be taken without a meeting by one or more consents in writing, setting forth the action so taken or to be taken, signed by all of the persons who would be entitled to vote upon such action at a meeting, or by their duly authorized attorneys which action for purposes of this subsection shall be referred to as "unanimous written consent". The secretary shall file such consent or consents, or certify the tabulation of such consents and file such certificate, with the minutes of the meetings of the members. A unanimous written consent shall have the same force and effect as a vote of the members at a meeting duly held, and may be stated as such in any certificate or document filed under sections 33-1000 to 33-1290, inclusive.

      (b) Where directors or officers are to be elected by members or any other action is to be voted upon by members, the certificate of incorporation or bylaws may provide that such elections may be conducted and such actions voted upon by mail in such manner as shall be stated therein. The vote of members, or of the members of any particular class, shall be determined from the total number of members who actually vote by mail, rather than from the total number of members entitled so to vote, unless the certificate of incorporation otherwise provides. A ballot signed under this section shall have the same force and effect as a vote of the member who signed it at a meeting duly held, and may be stated as such in any certificate or document filed under sections 33-1000 to 33-1290, inclusive.

      (c) If not otherwise fixed under section 33-1063 or 33-1067, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent or ballot under subsection (a) or (b) of this section.

      (d) The absence from the minutes of any indication that a member objected to holding the meeting shall prima facie establish that no such objection was made.

      (P.A. 96-256, S. 44, 209; P.A. 98-137, S. 39, 62; 98-219, S. 33, 34.)

      History: P.A. 96-256 effective January 1, 1997; P.A. 98-137 amended Subsec. (a) to replace "consent" with "one or more consents", add provision that any action taken by one or more consents under said Subsec. shall be referred to as "unanimous written consent" and replace in the provision re force and effect of a consent "Any consent or consents which become effective as provided herein" with "A unanimous written consent", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.