Section 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.Amended by L 2012, c 58, § 8, eff. 7/1/2012.Added by L 2011, c 37, § 2, eff. 5/4/2011.