Chapter 6 - § 6.9 • ACTION WITHOUT A MEETING OR BY TELECOMMUNICATION

• Jurisdiction: Colorado

§ 6.9 • ACTION WITHOUT A MEETING OR BY TELECOMMUNICATION

The Nonprofit Corporation Act allows an association to take action without a meeting. Regardless of whether the Act requires or allows action to be taken at a members' meeting, the association may act without a meeting if the members who would be entitled to vote unanimously agree and consent to the action in writing, unless the bylaws provide otherwise.²¹⁴

Action taken without a meeting must be evidenced by — and is not effective without — written consent describing the action and signed by a sufficient number of members.²¹⁵ These written consents must be received by the corporation within 60 days after the date the corporation receives the earliest dated writing.²¹⁶ The action taken is effective when the corporation receives the last writing necessary to effect the action unless the written consents state a different effective date. A member who has signed a written consent may revoke it by a writing signed and dated by that member describing the action and stating that his or her prior consent to that action is revoked, if the corporation receives the written revocation before the last writing needed to effect the action.²¹⁷ Any action taken by written consent has the same effect as an action taken at a members' meeting and may be so described in any document.²¹⁸ If voting members are entitled to vote cumulatively in the election of directors, they may take action by written consent to elect or remove directors only pursuant to the statute on meetings by telecommunication,²¹⁹ and only if the corporation receives the required written consents to election or removal of directors.²²⁰ If action by written consent is taken with less than unanimous consent of all members entitled to vote, the corporation or the members taking the action must promptly, after the corporation has received all written consents, give notice of the action to all members who were entitled to vote.²²¹

The CCIOA does not explicitly allow or prohibit action by written consent, but it does anticipate that certain actions may be taken without meetings and/or by written consent.²²²

Another Nonprofit Corporation statute provides for action by written ballot. Under that statute, unless the bylaws provide otherwise, any action that may be taken at any annual, regular, or special members' meeting may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.²²³ Any action taken by written ballot has the same effect as action taken at a members' meeting and may be so described in any document.²²⁴ The written ballot must state each proposed action and provide an opportunity to vote for or against each of them.²²⁵ A solicitation for votes by written ballot must: (1) indicate the number of...