{"data":{"id":"us-ky/krs-271b.7-040","jurisdiction":"us-ky","citation":"KRS 271B.7-040","heading":"Action without meeting.","body":"(1) Except as provided in the articles of incorporation, action required or permitted by\nthis chapter to be taken at a shareholders' meeting may be taken without a meeting\nand without prior notice, except as provided in subsection (8) of this section, if the\naction is taken by all the shareholders entitled to vote on the action.\n(2) If the articles of incorporation so provide, any action except the election of directors\nby cumulative voting pursuant to KRS 271B.7 -280 required or permitted by this\nchapter to be taken at a shareholders' meeting may be taken without a meeting and\nwithout prior notice, except as provided in subsection (8) of this section, if the\naction is taken by shareholders entitled to vote on the action representing not less\nthan eighty percent (80%), or such higher percentage required by this chapter or the\narticles of incorporation, of the votes entitled to be cast.\n(3) The action taken under this section shall be evidenced by one (1) or more written\nconsents describing the action taken, signed  by the shareholders taking the action,\nand delivered to the corporation for inclusion in the minutes or filing with the\ncorporate records.\n(4) Action taken under this section shall be effective when consents representing the\nvotes necessary to take the action under this section are delivered to the corporation,\nor upon delivery of the consents representing the necessary votes, as of a different\ndate if specified in the consent.\n(5) Any shareholder giving a consent may revoke the consent by a writing receiv ed by\nthe corporation prior to the time that consents representing the votes required to\ntake the action under this section have been delivered to the corporation but may not\ndo so thereafter.\n(6) A consent signed under this section shall have the effect o f a meeting vote and may\nbe described as such in any document.\n(7) Prompt notice of the taking of any action by shareholders without a meeting under\nthis section by less than unanimous written consent shall be given to those\nshareholders entitled to vote on the action who have not consented in writing.\n(8) If this chapter requires that notice of proposed action be given to nonvoting\nshareholders and the action is to be taken by consent of the voting shareholders\nunder this section, the corporation shall giv e its nonvoting shareholders and voting\nshareholders whose consent is not solicited, written notice of the proposed action at\nleast ten (10) days before the action is taken. The notice shall contain or be\naccompanied by the same material that, under this c hapter, would have been\nrequired to be sent to nonvoting shareholders in a notice of meeting at which the\nproposed action would have been submitted to the shareholders for action.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13355","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:18Z","sha256":"1fb636f79e81086b0cfd83114174cc1cf57d8ada462b9ff1699caea318270f88","source_id":"us-ky","stale":false,"prev":"us-ky/krs-271b.7-030","next":"us-ky/krs-271b.7-050"},"notice":"GroundRules: Original legal text. Not legal advice."}