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Shareholders holding a majority of voting shares sign a written consent approving an ordinary action that would require majority approval at a meeting. The articles do not prohibit action by written consent.
Which statement best describes the general rule?

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Written consent is valid only if a court approves it first. If authorized, shareholder action by written consent generally requires enough consents to approve the action at a meeting, with notice to nonconsenting shareholders when required. Written consent can approve only ministerial actions, never substantive corporate action. Less-than-unanimous written consent is never permitted.

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