10-821

10-821. Action by directors without
meeting

A. Unless the articles of incorporation or bylaws provide otherwise, action
required or permitted by chapters 1 through 17 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 or 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. A 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
or consents.