1. Unless prohibited or limited by the articles or bylaws, any action which 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. A written ballot shall set forth each proposed action and shall 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:
(1) Indicate the number of responses needed to meet the quorum requirements;
(2) State the percentage of approvals necessary to approve each matter other than
election of directors; and
(3) Specify the time by which a ballot must be received by the corporation in order
to be counted.
5. Except as otherwise provided in the articles or bylaws, a written ballot may not
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