504.822 Action without meeting.
1. Except to the extent the articles or bylaws of a corporation require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation.
2. Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken is to be effective. A director’s consent may be withdrawn by revocation signed by the director and delivered to the corporation prior to the delivery to the corporation of unrevoked written consents signed by all of the directors.
3. A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.
2004 Acts, ch 1049, §85, 192; 2005 Acts, ch 19, §91
Referred to in §504.826
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