(1) The board shall meet at least annually. The board may establish a time and place for regular board meetings and then may hold regular board meetings at such times without notice.
Special meetings of the board shall require at least two days' notice of the date, time,and place. Unless otherwise provided by the articles or bylaws, purposes of a special meeting do not have to be stated in the notice of any special meeting.
A director's attendance at a special meeting constitutes waiver of the notice requirement for that meeting unless the director objects to the lack of or method of notice and does not thereafter participate in the meeting or if notice of the purpose of the meeting was required but not given and the director objects to the transaction of business for that purpose and does not thereafter participate in the meeting with respect to that purpose.
A director is considered to have assented to an action of the board unless:
The director votes against it or abstains and causes the abstention to be recorded inthe minutes of the meeting;
The director objects at the beginning of the meeting and does not vote for it later;
The director causes the director's dissent to be recorded in the minutes;
The director does not attend the meeting at which the vote is taken; or
The director gives notice of the director's objection in writing to the secretary withintwenty-four hours after the meeting.
(5) Unless otherwise provided by the articles or bylaws:
The board may permit any or all directors to participate in a regular or special meeting through the use of any means of communication by which all directors participating are able to communicate simultaneously with each other during the meeting;
Actions of the board may be taken without a meeting if the action is agreed to by allmembers of the board and is evidenced by one or more written consents together signed by all directors and filed with the corporate records reflecting the action taken;
Purposes of a special meeting do not have to be stated in the notice of any specialmeeting, but at least two days' notice of the date, time, and place shall be given.
Source: L. 96: Entire article R&RE, p. 502, § 1, effective July 1. L. 2004: (4)(c) and
(4)(e) amended, p. 1413, § 48, effective July 1.