KRS 273.377: Member action without meeting.

(1) Any action required by KRS 273.161 to 273.390 to be taken at a meeting of the

members of a corporation, or any action which may be taken at a meeting of the

members, may be taken without a meeting if a consent in writing, setting forth the

action so taken, shall be signed by all of the members entitled to vote with respect

to the subject matter thereof.

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

consents describing the action taken, signed by the members taking the action, and

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

records.

(3) 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.

(4) Any member giving a consent may revoke the consent by a writing received by the

corporation prior to the t ime 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.

(5) A consent signed under this section shall have the effect of a meeting vote and may

be described as such in any document.