48-18-202 - Action without meeting. - Tennessee Statutes

48-18-202. Action without meeting.

(a)  Unless the charter or bylaws provide otherwise, action required or permitted by chapters 11-27 of this title to be taken at a board of directors' meeting may be taken without a meeting. If all directors consent to taking such action without a meeting, the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting is the act of the board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director in one (1) or more counterparts, indicating each signing director's vote or abstention on the action, and shall be included in the minutes or filed with the corporate records reflecting the action taken.

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

(c)  A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

[Acts 1986, ch. 887, § 8.21.]