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

§ 55A‑8‑21. Action without 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 shallbe evidenced by one or more written consents signed by each director before orafter such action, describing the action taken, and included in the minutes orfiled with the corporate records reflecting the action taken. To the extent thecorporation has agreed pursuant to G.S. 55A‑1‑70, a director'sconsent to action taken without meeting may be in electronic form and deliveredby electronic means.

(b)        Action taken underthis section is effective when the last director signs the consent, unless theconsent specifies a different effective date.

(c)        A consent signedunder this section has the effect of a meeting vote and may be described assuch in any document.  (1973, c. 314, s. 3; 1993, c. 398, s. 1; 2008‑37, s. 7.)