SEC. 79-11-257. Action taken by board of directors without meeting.
(1) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by Sections 79-11-101 et seq. to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.
(2) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.
(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
SOURCES: Laws, 1987, ch. 485, Sec. 79, eff from and after January 1, 1988.