Action without meeting.

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(1) Unless the bylaws require that the action be taken at a meeting, any action required or permitted by articles 101 to 117 of this title to be taken at a board of directors' meeting may be taken without a meeting if all members of the board consent to such action in writing.

  1. Action is taken under this section at the time the last director signs a writing describing the action taken, unless, before such time, any director has revoked the director's consent by a writing signed by the director and received by the secretary or any other person authorized by the bylaws or the board of directors to receive such a revocation.

  2. Action under this section is effective at the time it is taken as provided by subsection

  1. of this section, unless the directors establish a different effective date.

(4) Action taken pursuant to this section has the same effect as action taken at a meeting of directors and may be described as such in any document.

Source: L. 93: Entire article added, p. 782, § 1, effective July 1, 1994. L. 2004: (2) amended, p. 1498, § 256, effective July 1.


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