§ 55-8-21. Action without meeting. - North Carolina Statutes

§ 55‑8‑21.  Actionwithout meeting.

(a)        Unless the articlesof incorporation or bylaws provide otherwise, action required or permitted bythis Chapter to be taken at a board of directors' meeting may be taken withouta meeting if the action is taken by all members of the board. The action mustbe evidenced by one or more unrevoked written consents signed by each directorbefore or after such action, describing the action taken, and included in theminutes or filed with the corporate records. To the extent the corporation hasagreed pursuant to G.S. 55‑1‑50, a director's consent to actiontaken without meeting or revocation thereof may be in electronic form anddelivered by electronic means.

(b)        Action taken underthis section is effective when one or more unrevoked consents signed by all ofthe directors are delivered to the corporation, unless the consents specify adifferent effective date. A director's consent to action may be revoked in awriting signed by the director and delivered to the corporation prior to theaction becoming effective.

(c)        A consent signedunder this section has the effect of a meeting vote and may be described assuch in any document. (1955, c. 1371, s. 1; 1959, c. 1316, s. 8; 1969, c. 751, s. 12; 1973,c. 469, ss. 8‑10; 1989, c. 265, s. 1; 2001‑387, s. 15; 2005‑268,s. 9.)