§ 23-1-34-2 — Action taken without a meeting; consent

Indiana § 23-1-34-2

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 1: INDIANA BUSINESS CORPORATION LAW
• Ch. 34: Meetings and Action of Board of Directors

Text

(a) Except to the extent that the articles of
incorporation or bylaws require that action by the board of directors be
taken at a meeting, action required or permitted by this article 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. The action must be:
(1) evidenced by one (1) or more written consents describing the
action taken;
(2) signed by each director;
(3) included in the minutes or filed with the corporate records
reflecting the action taken; and
(4) delivered to the secretary.
(b) Action taken under this section is effective when the last director
signs the consent, unless:
(1) the consent specifies a different prior or subsequent effective
date, in which case the consent is effective on that date; or
(2) no effective date contemplated by subdivision (1) is
designated and the action taken under this section is taken
electronically as contemplated by IC 26-2-8. If action is taken as
contemplated by IC 26-2-8, the effective date is determined in
accordance with IC 26-2-8.
A director's consent may be withdrawn by a revocation signed by the
director and delivered to the corporation before the delivery to the
corporation of unrevoked written consents signed by all the directors.
(c) A consent signed under this section has the effect of a meeting
vote and may be described as such in any document.
(d) Action taken without a meeting is an organic action (as defined
in IC 26-2-8-102(15)).

Legislative History

As added by P.L.149-1986, SEC.18. Amended by P.L.133-2009, SEC.26.