Title 11B, Title 11B: Nonprofit Corporations

§ 7.05. Notice of meeting (a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice which conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving n…

§ 7.06. Waiver of notice (a) A member may waive any notice required by this title, the articles, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation fo…

§ 7.07. Record date; determining members entitled to notice and vote (a) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members’ meeting. If the bylaws do not fix or provide for fix…

§ 7.08. Action by written ballot (a) Unless prohibited or limited by the articles or bylaws, any action which may be taken at any annual or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on t…

§ 7.20. Members’ list for meeting (a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address and number of votes each member i…

§ 7.21. Voting entitlement generally (a) Unless the articles or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members. (b) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more …

§ 7.22. Quorum requirements (a) Unless this title, the articles, or bylaws provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. (b) A bylaw amendment to de…

§ 7.23. Voting requirements (a) Unless this title, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, action on a matter by members is approved, if the votes cast by the members favoring the action exceeds the votes cast opposing the ac…

§ 7.24. Proxies (a) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by: (1) signing an appointment form either personally or by an attorney-in-fact; or (2) by transmitting to the corporation or the…

§ 7.25. Cumulative voting for directors (a) If the articles and bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the pr…

§ 7.26. Other methods of electing directors A corporation may provide in its articles or bylaws for election of directors by members or delegates: (1) on the basis of chapter or other organizational unit; (2) by region or other geographic unit; (3) by preferential voting; and (4)…

§ 7.27. Corporation’s acceptance of votes (a) If the name signed or delivered by electronic transmission on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, …

§ 7.30. Voting agreements (a) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to 10 years. For public benefit corporations, such agreements must have a reasonable purp…