§ 615. Written consent of shareholders, subscribers or incorporators\n without a meeting.\n (a) Whenever under this chapter shareholders are required or permitted\nto take any action by vote, such action may be taken without a meeting\non written consent, setting forth the action so taken, signed by the\nholders of all outstanding shares entitled to vote thereon or, if the\ncertificate of incorporation so permits, signed by the holders of\noutstanding shares having not less than the minimum number of votes that\nwould be necessary to authorize or take such action at a meeting at\nwhich all shares entitled to vote thereon were present and voted. In\naddition, this paragraph shall not be construed to alter or modify the\nprovisions of any section or any provision in a certificate of\nincorporation not inconsistent with this chapter under which the written\nconsent of the holders of less than all outstanding shares is sufficient\nfor corporate action.\n (b) No written consent shall be effective to take the corporate action\nreferred to therein unless, within sixty days of the earliest dated\nconsent delivered in the manner required by this paragraph to the\ncorporation, written consents signed by a sufficient number of holders\nto take action are delivered to the corporation by delivery to its\nregistered office in this state, its principal place of business, or an\nofficer or agent of the corporation having custody of the book in which\nproceedings of meetings of shareholders are recorded. Delivery made to a\ncorporation's registered office shall be by hand or by certified or\nregistered mail, return receipt requested.\n (c) Prompt notice of the taking of the corporate action without a\nmeeting by less than unanimous written consent shall be given to those\nshareholders who have not consented in writing.\n (d) Written consent thus given by the holders of such number of shares\nas is required under paragraph (a) of this section shall have the same\neffect as a valid vote of holders of such number of shares, and any\ncertificate with respect to the authorization or taking of any such\naction which is to be delivered to the department of state shall recite\nthat written consent has been given in accordance with this section and\nthat written notice has been given as and to the extent required by this\nsection.\n (e) When there are no shareholders of record, such action may be taken\non the written consent signed by a majority in interest of the\nsubscribers for shares whose subscriptions have been accepted or their\nsuccessors in interest or, if no subscription has been accepted, on the\nwritten consent signed by the incorporator or a majority of the\nincorporators. When there are two or more incorporators, if any dies or\nis for any reason unable to act, the other or others may act. If there\nis no incorporator able to act, any person for whom an incorporator was\nacting as agent may act in his stead, or if such other person also dies\nor is for any reason unable to act, his legal representative may act.\n
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