§31D-8-821. Action without meeting.
(a) Unless the articles of incorporation or bylaws provide
otherwise, action required or permitted by this chapter 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.
(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 having the effect of a meeting
vote in any document.