§ 10-33-43 — Action without meeting by directors

1. An action required or permitted to be taken at a board meeting may be taken by
written action signed, or consented to by authenticated electronic communication, by
all of the directors. If the articles so provide, any action, other than an action requiring
approval of members with voting rights, may be taken by written action signed, or
consented to by authenticated electronic communication, by the number of directors
that would be required to take the same action at a meeting of the board at which all
directors were present.
2. The written action is effective when signed, or consented to by authenticated electronic
communication, by the required number of directors, unless a different effective time is
provided in the written action.
3. When written action is permitted to be taken by less than all directors, all directors
must be notified immediately of its text and effective date. Failure to provide the notice
does not invalidate the written action. A director who does not sign or consent to the
written action has no liability for the action or actions taken thereby.