§414D-104.5  Action by ballot.  (a)  Except as otherwise restricted by the articles of incorporation or bylaws of a corporation, 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 ballot to every member entitled to vote on the matter.  The corporation may deliver ballots by electronic transmission.

     (b)  A ballot shall:

     (1)  Be either in written form or in the form of an electronic transmission;

     (2)  Set forth each proposed action;

     (3)  Provide an opportunity to vote for or withhold a vote for each candidate for election as a director or officer; and

     (4)  Provide an opportunity to vote for or against each proposed action.

     (c)  Approval by ballot pursuant to this section shall be valid only if:

     (1)  The number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting to authorize the action; and

     (2)  The number of affirmative votes equals or exceeds the number of affirmative votes for approval that would be required to approve the action at a meeting.

     (d)  All solicitations for votes by ballot shall:

     (1)  Indicate the number of responses needed to meet the quorum requirements;

     (2)  State the percentage of approvals necessary to approve each action; and

     (3)  Specify the time by which a ballot shall be received by the corporation in order to be counted.

     (e)  Except as otherwise provided in the articles of incorporation or bylaws of the corporation, a ballot shall not be revoked. [L 2011, c 37, §2; am L 2012, c 58, §8]