273.377 Member action without meeting. (1) Any action required by KRS 273.161 to 273.390 to be taken at a meeting of the members of a corporation, or any action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof. (2) The action taken under this section shall be evidenced by one (1) or more written consents describing the action taken, signed by the members taking the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (3) Action taken under this section shall be effective when consents representing the votes necessary to take the action under this section are del ivered to the corporation, or upon delivery of the consents representing the necessary votes, as of a different date if specified in the consent. (4) Any member giving a consent may revoke the consent by a writing received by the corporation prior to the t ime that consents representing the votes required to take the action under this section have been delivered to the corporation but the consent by a writing received by the corporation prior to the t ime that consents representing the votes required to take the action under this section have been delivered to the corporation but may not do so thereafter. (5) A consent signed under this section shall have the effect of a meeting vote and may be describe d as such in any document. Effective: June 24, 2015 History: Amended 2015 Ky. Acts ch. 34, sec. 75, effective June 24, 2015. -- Created 1968 Ky. Acts ch. 165, sec. 67.
Kentucky Legal Code