Action without a meeting; articles of incorporation of a public corporation. (SB974)

Introduced By

Sen. Ben Chafin (R-Lebanon)


Passed Committee
Passed House
Passed Senate
Signed by Governor
Became Law


Stock corporations; action by shareholders without meeting. Creates an exception to the provision that authorizes shareholders of a corporation to act without a meeting by less than unanimous written consent of the shareholders. The exception states that if the articles of incorporation or bylaws of a public corporation allow the holders of 30 percent or fewer of all votes entitled to be cast to demand the calling of a special meeting of shareholders, such provision authorizing less-than-unanimous shareholder action shall not apply. A public corporation is a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association. The measure does not apply if a public corporation's articles of incorporation authorized action by shareholders by less than unanimous consent as of April 1, 2018. This bill is identical to HB 1559. Read the Bill »


Bill Has Passed


01/19/2018Presented and ordered printed 18105587D
01/19/2018Referred to Committee on Commerce and Labor
01/29/2018Impact statement from SCC (SB974)
02/07/2018Reported from Commerce and Labor with amendments (14-Y 0-N) (see vote tally)
02/09/2018Constitutional reading dispensed (38-Y 0-N) (see vote tally)
02/12/2018Read second time
02/12/2018Reading of amendments waived
02/12/2018Committee amendments agreed to
02/12/2018Engrossed by Senate as amended SB974E
02/12/2018Printed as engrossed 18105587D-E
02/12/2018Constitutional reading dispensed (40-Y 0-N) (see vote tally)
02/12/2018Passed Senate (40-Y 0-N) (see vote tally)
02/15/2018Placed on Calendar
02/15/2018Read first time
02/15/2018Referred to Committee on Commerce and Labor
02/15/2018Impact statement from SCC (SB974E)
02/20/2018Reported from Commerce and Labor (22-Y 0-N) (see vote tally)
02/22/2018Read second time
02/23/2018Read third time
02/23/2018Passed House BLOCK VOTE (98-Y 0-N)
02/23/2018VOTE: BLOCK VOTE PASSAGE (98-Y 0-N) (see vote tally)
02/27/2018Bill text as passed Senate and House (SB974ER)
02/27/2018Signed by Speaker
02/28/2018Impact statement from SCC (SB974ER)
03/02/2018Signed by President
03/05/2018Enrolled Bill Communicated to Governor on March 5, 2018
03/05/2018G Governor's Action Deadline Midnight, April 9, 2018
03/19/2018G Approved by Governor-Chapter 308 (effective 7/1/18)
03/19/2018G Acts of Assembly Chapter text (CHAP0308)

Duplicate Bills

The following bills are identical to this one: HB1559.