302A.239 ACTION WITHOUT MEETING.
Subdivision 1. Method.
An action required or permitted to be taken at a board meeting may
be taken by written action signed, or consented to by authenticated electronic communication,
by all of the directors. If the articles so provide, any action, other than an action requiring
shareholder approval, may be taken by written action signed, or consented to by authenticated
electronic communication, by the number of directors that would be required to take the same
action at a meeting of the board at which all directors were present.
Subd. 2. Effective time.
The written action is effective when signed, or consented to by
authenticated electronic communication, by the required number of directors, unless a different
effective time is provided in the written action.
Subd. 3. Notice; liability.
When written action is permitted to be taken by less than all
directors, all directors shall be notified immediately of its text and effective date. Failure to
provide the notice does not invalidate the written action. A director who does not sign or consent
to the written action has no liability for the action or actions taken thereby.
History: 1981 c 270 s 41; 1982 c 497 s 25; 2002 c 311 art 1 s 13,14