§ 55A-7-08. Action by written ballot. - North Carolina Statutes

§ 55A‑7‑08. Action by written ballot.

(a)        Unless prohibitedor limited by the articles of incorporation or bylaws and without regard to therequirements of G.S. 55A‑7‑04, any action that may be taken at anyannual, regular, or special meeting of members may be taken without a meetingif the corporation delivers a written ballot to every member entitled to voteon the matter. Any requirement that any vote of the members be made by writtenballot may be satisfied by a ballot submitted by electronic transmission,including electronic mail, provided that such electronic transmission shalleither set forth or be submitted with information from which it can bedetermined that the electronic transmission was authorized by the member or themember's proxy.

(b)        A written ballotshall:

(1)        Set forth eachproposed action; and

(2)        Provide anopportunity to vote for or against each proposed action.

(c)        Approval by writtenballot pursuant to this section shall be valid only when the number of votescast by ballot equals or exceeds the quorum required to be present at a meetingauthorizing the action, and the number of approvals equals or exceeds thenumber of votes that would be required to approve the matter at a meeting atwhich the same total number of votes were cast.

(d)        All solicitationsfor votes by written ballot shall indicate the time by which a ballot shall bereceived by the corporation in order to be counted.

(e)        Except as otherwiseprovided in the articles of incorporation or bylaws, a written ballot shall notbe revoked.  (1955,c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 35; 1993, c. 398, s. 1; 2008‑37,s. 5.)