West Virginia Code § 31D-7-704

Action without meeting
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(a) Action required or permitted by this chapter 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 bearing the date
of signature and describing the action taken, signed by all the shareholders entitled to vote
on the action, and delivered to the corporation for inclusion in the minutes oer filing with the
corporate records.
(b) If not otherwise fixed under section seven hundred three or seven hundred seven of this
article, the record date for determining shareholders entitled to utake action without a
meeting is the date the first shareholder signs the consent under subsection (a) of this
section. No written consent may be effective to take the corptorate action referred to in the
consent unless, within sixty days of the earliest date appearing on a consent delivered to the
corporation in the manner required by this section, written consents signed by all
shareholders entitled to vote on the action are received by the corporation. A written
consent may be revoked by a writing to that effect received by the corporation prior to
receipt by the corporation of unrevoked writtesn consents sufficient in number to take
corporate action.
(c) A consent signed under this sectgion has the effect of a meeting vote and may be
described as a meeting vote in any document.
(d) If this chapter 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 ten days before the action is taken. The notice must contain or be accompanied by the
same material that, under this chapter, 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.

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