§ 13-C §822 — Action without meeting

1.
Action without meeting.
Except to the extent that the corporation's articles of incorporation or bylaws require that action by the corporation's board of directors be taken at a meeting, action required or permitted by this Act to be taken by a corporation's board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation.
2.
Delivery of consents; revocation.
Action taken under this section is the act of the corporation's board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken under the consent is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all of the directors.
3.
Effect of signed consent.
A consent signed under this section has the effect of action taken at a meeting of the corporation's board of directors and may be described as such in any document.

Legislative History

PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF).