§ 21-296 — Action without meeting

(MBCA 8.21) (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 the Nebraska Model Business Corporation Act to be taken by the 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.
(b) Action taken under
this section is the act of the 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 thereunder 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A director's consent may be withdrawn by a revocation signed by the director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 the directors.
(c) A consent signed under this
section has the effect of action taken at a meeting of the board of directors
and may be described as such in any document.

Legislative History

Source: Laws 2014, LB749, § 96.