§ 17:9A-105 — Directors; quorum; actions

Directors; quorum; actions. a. A majority of the members of the board of directors shall constitute a quorum for the transaction of business. Except as otherwise provided by this act, action taken by a majority of a quorum shall be the action of the board. b. Unless otherwise provided by the certificate of incorporation or bylaws, any action required or permitted to be taken pursuant to authorization voted at a meeting of the board or any committee thereof may be taken without a meeting if, prior or subsequent to that action, all members of the board or of the committee, as the case may be, consent thereto in writing and those written consents are filed with the minutes of the proceedings of the board or committee. The consent shall have the same effect as a unanimous vote of the board or committee for all purposes, and may be stated as a unanimous vote of the board or committee in any certificate or other document filed with the commissioner. c. Any or all directors may participate in a meeting of the board or a committee of the board by means of conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other, unless otherwise provided in the certificate of incorporation or the bylaws. L. 1948, c. 67, p. 269, s. 105. Amended by L. 1985, c.528, s. 10, eff. Jan. 21, 1986.