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

§ 55A-7-08. Action by written ballot.

Unless prohibited or limited by the articles of incorporation or bylaws and without regard to the requirements of G.S. 55A-7-04, 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. Any requirement that any vote of the members be made by written ballot may be satisfied by a ballot submitted by electronic transmission, including electronic mail, provided that such electronic transmission shall either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the member or the member's proxy. A written ballot shall: Set forth each proposed action; and Provide an opportunity to vote for or against each proposed action. 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 same total number of votes were cast. All solicitations for votes by written ballot shall indicate the time by which a ballot shall be received by the corporation in order to be counted. Except as otherwise provided in the articles of incorporation or bylaws, a written ballot shall not be revoked. History (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 35; 1993, c. 398, s. 1; 2008-37, s. 5.) NORTH CAROLINA COMMENTARY This section enables North Carolina corporations to allow their members to vote on any issue by written ballot, unless otherwise provided in the articles of incorporation or bylaws. Under former G.S. 55A-32(b), the bylaws could provide that elections of directors and officers be conducted by mail. Effect of Amendments. - Session Laws 2008-37, s. 5, effective October 1, 2008, added the last sentence in subsection (a).