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2016 SESSION

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HB 234 Nonstock corporations; action without board of directors meeting.

Introduced by: Richard C. "Rip" Sullivan, Jr. | all patrons    ...    notes | add to my profiles | history

SUMMARY AS PASSED:

Corporate action without board meeting. Establishes a procedure by which actions of the board of directors of a nonstock corporation may be taken without a meeting by fewer than all of the directors if authorized in the articles of incorporation. Such action without a meeting of the board requires the consent of a majority or quorum of the members of the board. Action under this procedure by fewer than all of the directors requires the corporation to give written notice of the proposed corporate action to all directors not less than 10 business days before the action is taken. Such action is not permitted if any director objects to the taking of such proposed action within 10 business days after notice of the proposed action is given.

SUMMARY AS PASSED HOUSE:

Corporate action without board meeting. Establishes a procedure by which actions of the board of directors of a nonstock corporation may be taken without a meeting by fewer than all of the directors if authorized in the articles of incorporation. Such action without a meeting of the board requires the consent of a majority or quorum of the members of the board. Action under this procedure by fewer than all of the directors requires the corporation to give written notice of the proposed corporate action to all directors. Such action is not permitted if any director objects to the taking of such proposed action within 10 business days after notice of the proposed action is given.

SUMMARY AS INTRODUCED:

Corporate action without board meeting. Eliminates the requirement that each director of a stock or nonstick corporation sign a consent to action taken by a board of directors without a meeting. The measure provides that such action taken without a meeting requires the consent of a quorum of the members of the board unless the articles of incorporation or bylaws provide otherwise. The measure also provides that such action is effective when the last director required to constitute a quorum signs the consent. Finally, the measure clarifies that the written consent and the signing of the consent may be by electronic mail.