a./b. Unless otherwise provided in the charter, any action of a meeting of stockholders/member may be taken, without a meeting and prior notice, by signed consent, delivered to the corporation, of stockholders/members having the minimum number of votes that would be necessary to take such action at a meeting at which all shares/members entitled to vote thereon were present and voted.

c. To be effective for this section

• a consent must be set forth in writing or in an electronic transmisison,
• sufficient consents must be delivered to the corporation within 60 days of the delivery of the first consent to the corporation, and
• the effective time of the consent must not be later than 60 days after it is executed (the consent is revocable until effective unless otherwise provided).

d.

1. A consent permitted by this section shall be delivered
   1. to the corporation’s principal place of business;
   2. to an agent of the corporation having custody of the book in which proceedings of meetings of stockholders or members are recorded;
   3. to the registered office of the corporation in this State by hand or by certified or registered mail, return receipt requested; or
   4. to an information processing system, if any, designated by the corporation for receiving such consents in accordance with § 116 (in this case, such consent must set forth, or be delivered with information that enables the corporation to determine, its date of delivery and the identity of the person giving such consent, and, if given by a proxy, such consent must comply with the applicable provisions of § 212(c)(2) & (3).
2. Any reliable and complete reproduction of the entire consent may be used in lieu of the original. A consent documented and signed in accordance with § 116 is deemed to be in writing; if it is delivered pursuant to clause (i), (ii) or (iii) of subsection (d)(1), it must be reproduced and delivered in paper form.

e. Prompt notice of the action shall be given to non-consenting stockholders/members, if any, who would have been entitled to notice of the meeting if the action had been taken at a meeting and the notice record date had been the date that a sufficient number of consents were first delivered to the corporation. If the action requires the filing of a certificate containing a statement concerning the vote, the certificate shall instead state that consent has been given.