Sec. 2. (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this article 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 at least one (1) written consent describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.
(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different prior or subsequent effective date.
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
As added by P.L.14-1992, SEC.163.
Structure Indiana Code
Title 28. Financial Institutions
Article 13. Corporate Governance
Chapter 10. Meetings and Action of Board of Directors
28-13-10-1. Place of Meetings; Participants; Means of Communication; Presumption of Presence
28-13-10-2. Action Taken Without Meeting; Signed Consent; Effect
28-13-10-3. Notice of Meetings
28-13-10-4. Waiver of Required Notice; Attendance or Participation in Meeting
28-13-10-7. Attendance Record; Report; Contents; Incorporation in Minutes of Annual Meeting