Montana Code 35-2-428. Action without meeting
35-2-428. Action without meeting. (1) Unless the articles 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, be signed by each director, and be included in the minutes filed with the corporate records reflecting the action taken.
Terms Used In Montana Code 35-2-428
- articles: include amended and restated articles of incorporation and articles of merger. See Montana Code 35-2-114
- board of directors: means the board of directors except that a person or group of persons is not the board of directors because of powers delegated to that person or group pursuant to 35-2-414. See Montana Code 35-2-114
- Bylaws: means the code, codes, or rules, other than the articles, adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, regardless of the name or names by which the code, codes, or rules are designated. See Montana Code 35-2-114
- signed: means , with present intent to authenticate or adopt a record:
(a)to execute or adopt a tangible symbol; or
(b)to attach to or logically associate with the record an electronic sound, symbol, or process. See Montana Code 35-2-114
(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 a vote in any document.