§ 4-33-821 — Action without meeting

(a) (1) Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. (2) The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken. (b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. (c) The written consent may be delivered to the corporation by electronic communication, including without limitation facsimile transmission or electronic mail. (d) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. (e) The signature of a director may be affixed to a written consent by any reasonable means, including without limitation facsimile signature or electronic image.

Legislative History

Acts 1993, No. 1147, § 821; 2009, No. 167, § 5.