KRS 271B.7-040: Action without meeting.

(1) Except as provided in the articles of incorporation, action required or permitted by

this chapter to be taken at a shareholders' meeting may be taken without a meeting

and without prior notice, except as provided in subsection (8) of this section, if the

action is taken by all the shareholders entitled to vote on the action.

(2) If the articles of incorporation so provide, any action except the election of directors

by cumulative voting pursuant to KRS 271B.7 -280 required or permitted by this

chapter to be taken at a shareholders' meeting may be taken without a meeting and

without prior notice, except as provided in subsection (8) of this section, if the

action is taken by shareholders entitled to vote on the action representing not less

than eighty percent (80%), or such higher percentage required by this chapter or the

articles of incorporation, of the votes entitled to be cast.

(3) The action taken under this section shall be evidenced by one (1) or more written

consents describing the action taken, signed by the shareholders taking the action,

and delivered to the corporation for inclusion in the minutes or filing with the

corporate records.

(4) Action taken under this section shall be effective when consents representing the

votes necessary to take the action under this section are delivered to the corporation,

or upon delivery of the consents representing the necessary votes, as of a different

date if specified in the consent.

(5) Any shareholder giving a consent may revoke the consent by a writing receiv ed by

the corporation prior to the time that consents representing the votes required to

take the action under this section have been delivered to the corporation but may not

do so thereafter.

(6) A consent signed under this section shall have the effect o f a meeting vote and may

be described as such in any document.

(7) Prompt notice of the taking of any action by shareholders without a meeting under

this section by less than unanimous written consent shall be given to those

shareholders entitled to vote on the action who have not consented in writing.

(8) If this chapter requires that notice of proposed action be given to nonvoting

shareholders and the action is to be taken by consent of the voting shareholders

under this section, the corporation shall giv e its nonvoting shareholders and voting

shareholders whose consent is not solicited, written notice of the proposed action at

least ten (10) days before the action is taken. The notice shall contain or be

accompanied by the same material that, under this c hapter, 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.