§ 23B.08.210. Action without meeting
(1) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this title to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more consents describing the action taken, executed by each director either before or after the action taken, 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) Action taken under this section is effective when the last director executes the consent, unless the consent specifies a later effective date.
(3) A consent under this section has the effect of a meeting vote and may be described as such in any record.
[2002 c 297 § 29; 1989 c 165 § 92.]
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