§ 6-543 — Action without meeting

A. Unless the articles of incorporation or bylaws provide otherwise, action required or allowed to be taken at a board of directors' meeting may be taken by electronic means without a meeting as provided in this section if notice is given to each member of the board. The notice shall state the action to be taken and the date and time by which a director must respond.

B. Action may be taken under this section only if, at the end of the date and time stated in the notice, both of the following apply:

1. The votes that are received by the board chairman or board president by electronic means and that are in favor of the action equal or exceed the minimum number of votes that would be necessary to take the action at a meeting at which all of the directors then in office were present and voted.

2. The board chairman, board president or board secretary has not received a written demand by a director as described in subsection C of this section.

C. Any director may demand that an action not be taken without a meeting by delivering a signed communication to the board chairman, board president or secretary before the date given in the notice prescribed by subsection A of this section.

D. Action taken pursuant to this section:

1. Has the same effect as action taken at a meeting of the board of directors and may be described as such in any document.

2. Shall be included in the minutes filed at the next board of directors' meeting along with a record of how each director voted on the action.

E. All communication pursuant to this section may be done by electronic means and each director's vote must be signed using an electronic signature employing a security procedure as defined in section 44-7002.