16-6a-813. Action without
meeting.
(1) Unless otherwise provided in the bylaws, any action
required or permitted by this chapter to be taken at a board of directors'
meeting may be taken without a meeting if each and every member of the board in
writing either:
(a) votes for the action; or
(b) (i) (A) votes against the action; or
(B)
abstains from voting; and
(ii)
waives the right to demand that action not be taken without a meeting.
(2) Action is taken under this section only if the
affirmative vote for the action equals or exceeds the minimum number of votes
that would be necessary to take the action at a meeting at which all of the
directors then in office were present and voted.
(3) (a) An action taken pursuant to this section may not be
effective unless the nonprofit corporation receives writings:
(i)
describing the action taken;
(ii)
otherwise satisfying the requirements of Subsection (1);
(iii)
signed by all directors; and
(iv) not
revoked pursuant to Subsection (4).
(b) Unless otherwise provided by the bylaws, a writing
described in Subsection (3)(a) may be received by the nonprofit corporation by
electronically transmitted facsimile or other form of wire or wireless
communication providing the nonprofit corporation with a complete copy of the
document, including a copy of the signature on the document.
(c) A director's right to demand that action not be
taken without a meeting shall be considered to have been waived if the
nonprofit corporation receives a writing satisfying the requirements of Subsection
(1) that has been signed by the director and not revoked pursuant to Subsection
(4).
(d) Action taken pursuant to this section shall be
effective when the last writing necessary to effect the action is received by
the nonprofit corporation, unless the writings describing the action taken set
forth a different effective date.
(4) If the writing is received by the nonprofit corporation
before the last writing necessary to effect the action is received by the
nonprofit corporation, any director who has signed a writing pursuant to this
section may revoke the writing by a writing signed and dated by the director:
(a) describing the action; and
(b) stating that the director's prior vote with respect
to the writing is revoked.
(5) Action taken pursuant to this section:
(a) has the same effect as action taken at a meeting
of directors; and
(b) may be described as an action taken at a meeting
of directors in any document.
Enacted by Chapter 300, 2000 General Session