Title 46, Chapter 8, Section 49
( 46-8-49)
(a) Unless otherwise provided by the charter or bylaws, any action
required by this title to be taken by a railroad company at a
meeting of the directors of the corporation, or any action which may
be taken at a meeting of the directors or of a committee thereof,
may be taken without a meeting if written consent setting forth the
action so taken is signed by all the directors, or all the members
of the committee, as the case may be, and filed with the minutes of
the proceedings of the board or of the committee. Such consent shall
have the same force and effect as a unanimous vote and may be stated
as such in any articles or any document filed with any official of
the state under this title. (b) Unless otherwise provided by the charter or bylaws, any action
required by the shareholders of a railroad company or any committee
thereof may be taken at a meeting of the shareholders. Any action
which may be taken at a meeting of the shareholders or by a
committee thereof may be taken without a meeting if written consent
setting forth the action so taken is signed by all the shareholders
or all the members of the committee, as the case may be, and filed
with the minutes of the proceedings of the shareholders or
committee. Such consent shall have the same force and effect as a
unanimous vote and may be stated as such in any articles or
documents filed with any official of this state under this title. |