§ 43-38-614 — Action without a meeting of the board of directors

(a) (1) Unless the articles or bylaws provide otherwise, an action required or permitted to be taken at a board of directors' meeting may be taken without a meeting. If all directors consent to taking the action without a meeting, the affirmative vote for the number of directors that would be necessary to authorize or take the action at a meeting is the act of the board of directors. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director in one (1) or more counterparts, indicating the signing director's vote or abstention on the action, and shall be included in the minutes or filed with the cooperative's records reflecting the action taken. (2) Notwithstanding subdivision (a)(1), the articles or bylaws may provide for written director action to be taken without all directors consenting to the waiver of actual meeting, but this consent must be of at least two thirds (2/3) of the directors. (b) The written action is effective when the last required director signs the action, unless a different effective time is provided in the written action. (c) If the articles or bylaws permit written action and waiver of meetings by less than all directors, all directors must be notified immediately of the action's 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 by this written action. (d) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. Any action requiring a meeting by the board of directors is satisfied by a consent signed under this section.

Legislative History

Acts 2004, ch. 534, § 25.