Guam § 28704 - Action Without Meeting.

§ 28704. Action Without Meeting.

(a) Action required or permitted by this Act to be taken at a

shareholders’ meeting may be taken without a meeting if the action is taken

by all the shareholders entitled to vote on the action. The action must be

evidenced by one or more written consents describing the action taken,

signed by all the shareholders entitled to vote on the action, and delivered to

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the corporation for inclusion in the minutes or filing with the corporate

records.

(b) A written consent may be revoked by a writing to that effect

received by the corporation prior to the receipt by the corporation of

unrevoked written consents sufficient in number to take corporate action.

The bylaws may further regulate the manner in which consents are given or

action by consent undertaken.

(c) A consent signed under this section has the effect of a meeting vote

and may be described as such in any document.

(d) If this Act requires that notice of proposed action be given to

nonvoting shareholders and the action is to be taken by unanimous consent

of the voting shareholders, the corporation must give its nonvoting

shareholders written notice of the proposed action at least 10 days before the

action is taken. The notice must contain or be accompanied by the same

material that, under this Act, would have been required to be sent to

nonvoting shareholders in a notice of meeting at which the proposed action

would have been submitted to the shareholders for action.