Common use of Informal Action by Shareholders Clause in Contracts

Informal Action by Shareholders. Any action required or permitted by the WBCL to be taken at a shareholders’ meeting may be taken without a meeting if a written consent setting forth the action so taken shall be signed by all of the shareholders who would be entitled to vote with respect to such matter and delivered to the Corporation for inclusion in the minute book, except action may not be taken under this provision of this Section 2.11 with respect to an election of directors for which shareholders may vote cumulatively under Section 180.0728 of the WBCL. If the action to be taken requires that notice be given to non-voting shareholders, the Corporation shall give the non-voting shareholders written notice of the proposed action at least 10 days before the action is taken, which notice shall contain or be accompanied by the same material that would have been required if a formal meeting had been called to consider the action. Action taken by written consent is effective when the last signature on such written consent is delivered to the Corporation, unless the consent specifies a different effective date. A written consent signed by all shareholders required to sign such consent in order to take such action in accordance with this Section 2.11 has the effect of an unanimous vote approving such action by such shareholders at a meeting at which all such shareholders were present and may be described as such in any document.

Informal Action by Shareholders. Any action required or permitted by the WBCL to be taken at a shareholders’ ' meeting may be taken without a meeting if a written consent setting forth the action so taken shall be signed by all of the shareholders who would be entitled to vote with respect to such matter and delivered to the Corporation for inclusion in the minute book, except action may not be taken under this provision of this Section 2.11 with respect to an election of directors for which shareholders may vote cumulatively under Section 180.0728 of the WBCL. If the action to be taken requires that notice be given to non-voting shareholders, the Corporation shall give the non-voting shareholders written notice of the proposed action at least 10 days before the action is taken, which notice shall contain or be accompanied by the same material that would have been required if a formal meeting had been called to consider the action. Action taken by written consent is effective when the last signature on such written consent is delivered to the Corporation, unless the consent specifies a different effective date. A written consent signed by all shareholders required to sign such consent in order to take such action in accordance with this Section 2.11 has the effect of an unanimous vote approving such action by such shareholders at a meeting at which all such shareholders were present and may be described as such in any document.