§414-212  Action without meeting.  (a) 
Unless the articles of incorporation or bylaws provide otherwise, action
required or permitted by this chapter 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 shall be evidenced by one or more consents describing
the action taken, given either in writing and signed before or after the
intended effective date of the action by each director, or by electronic
transmission, and included in the minutes or filed with the corporate records
reflecting the action taken.  In the case of a consent by electronic
transmission, the electronic transmission shall set forth or be submitted with
information from which it may be determined that the electronic transmission
was authorized by the director who sent the electronic transmission.



(b)  Action taken under this section shall be
effective when the last director signs the consent or gives a consent by
electronic transmission, unless the consent specifies a different effective
date.



(c)  A consent signed or given by electronic
transmission under this section has the effect of a meeting vote and may be
described as such in any document. [L 2000, c 244, pt of §1; am L 2002, c 130,
§22]