Title 14, Chapter 2, Section 821
( 14-2-821)
(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 must be
evidenced by one or more written consents describing the action
taken, signed by each director, and delivered to the corporation for
inclusion in the minutes or filing with the corporate records. (b) A consent signed under this Code section has the effect of a
meeting vote and may be described as such in any document. |