Common use of Action by Shareholders Without a Meeting Clause in Contracts

Action by Shareholders Without a Meeting. Action that is required or permitted to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote if the action is taken by the holders of outstanding stock of each voting group entitled to vote thereon having not less than a minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted. In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving shareholders having the requisite number of votes of each voting group entitled to vote thereon, and delivered to the Corporation by delivery to its principal office in this State, its principal place of business, the corporate secretary, or another officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the date of the earliest dated consent delivered in the manner required by this Section, written consent signed by the number of holders required to take action is delivered to the Corporation by delivery as set forth in this Section. Any written consent may be revoked prior to the date that the Corporation receives the required number of consents to authorize the proposed action. No revocation shall be effective unless in writing and until received by the Corporation at its principal office in this State or its principal place of business, or received by the corporate secretary or other officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Within ten days after obtaining such authorization by written consent, notice must be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action and, if the action be such for which dissenters' rights are provided under Florida law, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions of Florida law regarding the rights of dissenting shareholders.

Action by Shareholders Without a Meeting. Action Any action that may be or is required or permitted to be taken at an annual or special a meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote meeting by unanimous consent if one or more written consents setting forth the action is so taken shall be signed by all the holders of outstanding stock of each voting group shareholders entitled to vote thereon having with respect to the matter. Action may also be taken by less than unanimous consent. Action by less than unanimous consent may be taken if one or more written consents describing the action taken shall be signed by shareholders holding the record or otherwise entitled to vote in the aggregate not less than a the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon on the action were present and voted. In order to be effectiveIf not otherwise fixed by the Board, the record date for determining shareholders entitled to take action must be evidenced without a meeting is the date the first shareholder consent is signed. A shareholder may withdraw a consent only by one or more delivering a written notice of withdrawal to the corporation prior to the time that consents describing sufficient to authorize taking the action taken, dated and signed by approving shareholders having the requisite number of votes of each voting group entitled to vote thereon, and have been delivered to the Corporation by delivery to its principal office in this State, its principal place of business, the corporate secretary, or another officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recordedcorporation. No Every written consent shall be bear the date of signature of each shareholder who signs the consent. A written consent is not effective to take the corporate action referred to therein in the consent unless, within sixty 60 days of the date of the earliest dated consent delivered in to the manner required by this Sectioncorporation, written consent consents signed by the a sufficient number of holders required shareholders to take action is are delivered to the Corporation corporation. Unless the consent specifies a later effective date, actions taken by delivery as set forth in this Section. Any written consent may be revoked prior to of the date that the Corporation receives the required number of shareholders are effective when (a) consents sufficient to authorize taking the proposed action. No revocation shall be effective unless action are in writing possession of the corporation and until received (b) the period of advance notice required by the Corporation at its principal office in this State or its principal place Articles of business, or received by the corporate secretary or other officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Within ten days after obtaining such authorization by written consent, notice must Incorporation to be given to those any nonconsenting or nonvoting shareholders who have not consented has been satisfied. Any such consent shall be inserted in writing or who are not entitled to vote on the action. The notice shall fairly summarize minute book as if it were the material features minutes of a meeting of the authorized action and, if the action be such for which dissenters' rights are provided under Florida law, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions of Florida law regarding the rights of dissenting shareholders.

Action by Shareholders Without a Meeting. Action that is Unless otherwise provided in the articles of incorporation, action required or permitted to be taken at an annual or special any meeting of the shareholders may be taken without a meeting, without prior notice, notice and without a vote if the action is taken by the holders of outstanding stock shares of each voting group entitled to vote thereon having not less than a the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted. In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving shareholders having the requisite number of votes of each voting group entitled to vote thereon, and delivered to the Corporation by delivery to its principal office in this StateFlorida, its principal place of business, the corporate secretarySecretary of the Corporation, or another officer office or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. No written consent shall be effective to take the such corporate action referred to therein unless, within sixty (60) days of the date of the earliest dated consent delivered in the manner required by this Section, written consent consents signed by the number of holders required to take such action is are delivered to the Corporation by delivery as set forth in this Section. Only shareholders of record on the record date shall be entitled to consent to corporate action in writing without a meeting. Any written consent may be revoked prior to the date that the Corporation receives the required number of consents to authorize the proposed action. No revocation shall be is effective unless in writing and until received by the Corporation at its principal office in this State Florida or its principal place of business, or received by the corporate secretary Secretary or other officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Within ten (10) days after obtaining such authorization by written consent, notice must shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action and, if the action be such is one for which dissenters' ’ rights are provided under Florida the Articles of Incorporation or by law, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions applicable law. A consent signed as required in this Section has the effect of Florida law regarding a meeting vote and may be described as such in any document. Whenever action is taken as set forth in this Section, the rights written consent of dissenting the shareholders consenting thereto or the written reports of inspectors appointed to tabulate such consents shall be filed with the minutes of proceedings of shareholders.

Action by Shareholders Without a Meeting. Action that is Unless otherwise provided in the Articles of Incorporation, action required or permitted to be taken at an annual or special any meeting of the shareholders may be taken without a meeting, without prior notice, notice and without a vote if the action is taken by the holders of outstanding stock shares of each voting group entitled to vote thereon having not less than a the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted. In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving shareholders having the requisite number of votes of each voting group entitled to vote thereon, and delivered to the Corporation this corporation by delivery to its principal office in this StateFlorida, its principal place of business, the corporate secretarySecretary of this corporation, or another any other officer or agent of the Corporation this corporation having custody of the book in which proceedings of meetings of shareholders are recorded. No written consent shall be effective to take the such corporate action referred to therein unless, within sixty (60) days of the date of the earliest dated consent delivered in the manner required by this Section, written consent consents signed by the number of holders required to take such action is are delivered to the Corporation by delivery this corporation as set forth in this Section. Any written consent may be revoked prior to the date that the Corporation this corporation receives the required number of consents to authorize the proposed action. No revocation shall be is effective unless in writing and until received by the Corporation this corporation at its principal office in this State Florida or its principal place of business, or received by the corporate secretary Secretary or other officer or agent of the Corporation this corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Within ten (10) days after obtaining such authorization by written consent, notice must shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action and, if the action be such is one for which dissenters' ’ rights are provided under Florida the Articles of Incorporation or by law, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions applicable law. A consent signed as required by in this Section 1.17 has the effect of Florida law regarding a meeting vote and may be described as such in any document. Whenever action is taken as set forth in this Section 1.17, the rights written consent of dissenting the shareholders consenting thereto or the written reports of Inspectors of Election appointed to tabulate such consents shall be filed with the minutes of proceedings of shareholders.

Action by Shareholders Without a Meeting. Action that is --------- ------------------------------------------ required or permitted to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote if such action is evidenced by one or more written consents, setting forth the action is taken taken, dated and signed by the holders of outstanding stock of each voting group entitled to vote thereon having not less than a the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted. In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving shareholders having the requisite number of votes of each voting group entitled to vote thereon, and delivered to the Corporation by delivery to its principal office in this Statethe State of Florida, its principal place of business, the corporate secretary, or another officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless, within sixty 60 days of the date of the earliest dated consent delivered in the manner required by this Section, written consent signed by the number of holders required to take action is delivered to the Corporation by delivery as set forth in this Section. Any written consent may be revoked prior to the date that the Corporation receives the required number of consents to authorize the proposed action. No revocation shall be effective unless in writing and until received by the Corporation at its principal office in this State or its principal place of business, or received by the corporate secretary or other officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Within ten 10 days after obtaining such authorization by written consent, notice must shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action and, if the action be such for which dissenters' rights are provided under Florida law, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions of Florida law regarding the rights of dissenting shareholders.

Action by Shareholders Without a Meeting. Action that is --------- ---------------------------------------- required or permitted to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote if such action is evidenced by one or more written consents, setting forth the action is taken taken, dated and signed by the holders of outstanding stock of each voting group entitled to vote thereon having not less than a the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted. In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving shareholders having the requisite number of votes of each voting group entitled to vote thereon, and delivered to the Corporation by delivery to its principal office in this Statethe State of Florida, its principal place of business, the corporate secretary, or another officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless, within sixty 60 days of the date of the earliest dated consent delivered in the manner required by this Section, written consent signed by the number of holders required to take action is delivered to the Corporation by delivery as set forth in this Section. Any written consent may be revoked prior to the date that the Corporation receives the required number of consents to authorize the proposed action. No revocation shall be effective unless in writing and until received by the Corporation at its principal office in this State or its principal place of business, or received by the corporate secretary or other officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Within ten 10 days after obtaining such authorization by written consent, notice must shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action and, if the action be such for which dissenters' rights are provided under Florida Nevada law, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions of Florida Nevada law regarding the rights of dissenting shareholders.