Title 14, Chapter 3, Section 821
( 14-3-821)
(a) Unless the articles 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 in
accordance with subsection (b) of this Code section. (b) Action taken without a meeting shall be taken by all members of
the board, unless the articles or bylaws specifically permit such
action to be taken by less than all, but not less than a majority of
the board. The action must be evidenced by one or more written
consents describing the action taken, signed by no fewer than the
required number of directors, and delivered to the corporation for
inclusion in the minutes for filing with the corporate records
reflecting the action taken. (c) Action taken under this Code section is effective when the last
director signs the consent, unless the consent specifies a different
effective date. (d) A consent signed under this Code section has the effect of a
meeting vote and may be described as such in any document. |