23B.08.210 - Corporate action without meeting.

Corporate action without meeting.

(1) Unless the articles of incorporation or bylaws provide otherwise, corporate action required or permitted by this title to be approved at a board of directors' meeting may be approved without a meeting if the corporate action is approved by all members of the board. The approval of the corporate action must be evidenced by one or more consents describing the corporate action being approved, executed by each director either before or after the corporate action becomes effective, and delivered to the corporation for inclusion in the minutes or filing with the corporate records, each of which consents shall be set forth either (a) in an executed record or (b) if the corporation has designated an address, location, or system to which the consents may be electronically transmitted and the consent is electronically transmitted to the designated address, location, or system, in an executed electronically transmitted record.

     (2) Corporate action is approved under this section when the last director executes the consent.

     (3) A consent under this section has the effect of a meeting vote and may be described as such in any record.

[2009 c 189 § 24; 2002 c 297 § 29; 1989 c 165 § 92.]