30-29-821. ACTION WITHOUT MEETING. (a) Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation.
(b) Action taken under this section is the act of the board of directors when one (1) or more consents signed by all the directors are delivered to the corporation. The consent may specify a later time as the time at which the action taken is to be effective. A director’s consent may be withdrawn by a revocation signed by the director and delivered to the corporation before delivery to the corporation of unrevoked written consents signed by all the directors.
(c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.
History:
[30-29-821, added 2015, ch. 243, sec. 63, p. 929; am. 2019, ch. 90, sec. 84, p. 274.]
Structure Idaho Code
Chapter 29 - GENERAL BUSINESS CORPORATIONS
Part 8 - DIRECTORS AND OFFICERS
Section 30-29-801 - REQUIREMENT FOR AND DUTIES OF BOARD OF DIRECTORS.
Section 30-29-802 - QUALIFICATIONS OF DIRECTORS.
Section 30-29-803 - NUMBER AND ELECTION OF DIRECTORS.
Section 30-29-804 - ELECTION OF DIRECTORS BY CERTAIN CLASSES OR SERIES OF SHARES.
Section 30-29-805 - TERMS OF DIRECTORS GENERALLY.
Section 30-29-806 - STAGGERED TERMS FOR DIRECTORS.
Section 30-29-807 - RESIGNATION OF DIRECTORS.
Section 30-29-808 - REMOVAL OF DIRECTORS BY SHAREHOLDERS.
Section 30-29-809 - REMOVAL OF DIRECTORS BY JUDICIAL PROCEEDING.
Section 30-29-810 - VACANCY ON BOARD OF DIRECTORS.
Section 30-29-811 - COMPENSATION OF DIRECTORS.
Section 30-29-821 - ACTION WITHOUT MEETING.
Section 30-29-822 - NOTICE OF MEETING.
Section 30-29-823 - WAIVER OF NOTICE.
Section 30-29-824 - QUORUM AND VOTING.
Section 30-29-825 - BOARD COMMITTEES.
Section 30-29-826 - SUBMISSION OF MATTERS FOR SHAREHOLDER VOTE.
Section 30-29-830 - STANDARDS OF CONDUCT FOR DIRECTORS.
Section 30-29-831 - STANDARDS OF LIABILITY FOR DIRECTORS.
Section 30-29-832 - DIRECTORS’ LIABILITY FOR UNLAWFUL DISTRIBUTIONS.
Section 30-29-841 - FUNCTIONS OF OFFICERS.
Section 30-29-842 - STANDARDS OF CONDUCT FOR OFFICERS.
Section 30-29-843 - RESIGNATION AND REMOVAL OF OFFICERS.
Section 30-29-844 - CONTRACT RIGHTS OF OFFICERS.
Section 30-29-850 - DEFINITIONS.
Section 30-29-851 - PERMISSIBLE INDEMNIFICATION.
Section 30-29-852 - MANDATORY INDEMNIFICATION.
Section 30-29-853 - ADVANCE FOR EXPENSES.
Section 30-29-854 - COURT-ORDERED INDEMNIFICATION AND ADVANCE FOR EXPENSES.
Section 30-29-855 - DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.
Section 30-29-856 - INDEMNIFICATION OF OFFICERS.
Section 30-29-857 - INSURANCE.
Section 30-29-858 - VARIATION BY CORPORATE ACTION — APPLICATION OF INDEMNIFICATION PROVISIONS.
Section 30-29-859 - EXCLUSIVITY.
Section 30-29-860 - DEFINITIONS.
Section 30-29-861 - JUDICIAL ACTION.
Section 30-29-862 - DIRECTORS’ ACTION.