§414-212  Action without meeting.  (a) Unless the articles of incorporation or bylaws provide otherwise, actionrequired 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 ofthe board.  The action shall be evidenced by one or more consents describingthe action taken, given either in writing and signed before or after theintended effective date of the action by each director, or by electronictransmission, and included in the minutes or filed with the corporate recordsreflecting the action taken.  In the case of a consent by electronictransmission, the electronic transmission shall set forth or be submitted withinformation from which it may be determined that the electronic transmissionwas authorized by the director who sent the electronic transmission.

(b)  Action taken under this section shall beeffective when the last director signs the consent or gives a consent byelectronic transmission, unless the consent specifies a different effectivedate.

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