10-3821. Action without meeting
A. Unless the articles of incorporation or bylaws provide otherwise, action
required or permitted by chapters 24 through 40 of this title to be taken at a directors'
meeting may be taken without a meeting if the action is taken by all of the
directors. The action must be evidenced by one or more written consents describing the
action taken, signed by each director and included in the minutes filed with the
corporate records reflecting the action taken.
B. Action taken under this section is effective when the last director signs the
consent, unless the consent specifies a different effective date.
C. The consent signed under this section has the effect of a meeting vote and may
be described as such in any document.
D. Any director may revoke a consent by delivering a signed revocation of the
consent to the president or secretary before the date the last director signs the
consent.
E. For the purposes of this section, a consent may be signed using an electronic
signature as defined in section 44-7002.
|