2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 3 - Business Corporations › Subchapter V - Shareholders › Part A - Meetings › § 29–305.04. Action without meeting

§ 29–305.04. Action without meeting.
(a) Action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action shall be evidenced by one or more consents in a record bearing the date of signature and describing the action taken, signed by all the shareholders entitled to vote on the action and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) The articles of incorporation may provide that any action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting, and without prior notice, if consents in a record setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The consent in a record shall bear the date of signature of the shareholder that signs the consent and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(c) If not otherwise fixed under § 29-305.07 and if prior board action is not required with respect to the action to be taken without a meeting, the record date for determining the shareholders entitled to take action without a meeting shall be the first date on which a signed consent in a record is delivered to the corporation. If not otherwise fixed under § 29-305.07 and if prior board action is required with respect to the action to be taken without a meeting, the record date shall be the close of business on the day the resolution of the board taking such prior action is adopted. No consent in a record is effective to take the corporate action referred to therein unless, within 60 days of the earliest date on which a consent delivered to the corporation as required by this section was signed, consents in a record signed by sufficient shareholders to take the action have been delivered to the corporation. A consent in a record may be revoked by a record to that effect delivered to the corporation before unrevoked consents in a record sufficient in number to take the corporate action are delivered to the corporation.
(d) A consent signed pursuant to this section shall have the effect of a vote taken at a meeting and may be described as such in any document. Unless the articles of incorporation, bylaws, or a resolution of the board of directors provides for a reasonable delay to permit tabulation of consents in a record, the action taken by consent in a record shall be effective when consents in a record signed by sufficient shareholders to take the action are delivered to the corporation.
(e)(1) If this chapter requires that notice of a proposed action be given to nonvoting shareholders and the action is to be taken by consent in a record of the voting shareholders, the corporation shall give its nonvoting shareholders notice in a record of the action not more than 10 days after:
(A) Consents in a record sufficient to take the action have been delivered to the corporation; or
(B) Such later date that tabulation of consents is completed pursuant to an authorization under subsection (d) of this section.
(2) The notice under paragraph (1) of this subsection shall reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this chapter, would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.
(f)(1) If action is taken by less than unanimous consent in a record of the voting shareholders, the corporation shall give its nonconsenting voting shareholders written notice of the action not more than 10 days after:
(A) Consents in a record sufficient to take the action have been delivered to the corporation; or
(B) Such later date that tabulation of consents is completed pursuant to an authorization under subsection (d) of this section.
(2) The notice under paragraph (1) of this subsection shall reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this chapter, would have been required to be sent to voting shareholders in a notice of a meeting at which the action would have been submitted to the shareholders for action.
(g) The notice requirements in subsections (e) and (f) shall not delay the effectiveness of actions taken by consent in a record and a failure to comply with such notice requirements shall not invalidate actions taken by consent in a record; provided, that this subsection shall not limit judicial power to fashion any appropriate remedy in favor of a shareholder adversely affected by a failure to give the notice within the required time period.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(c)(7), 59 DCR 13171.)
Section References
This section is referenced in § 29-305.01, § 29-311.10, and § 29-311.50.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 rewrote the section.
Editor's Notes
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.