North Carolina General Statutes
Article 8 - Directors and Officers.
§ 55A-8-21 - Action without meeting.

55A-8-21. Action without meeting.
(a) Unless the articles of incorporation 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 shall be evidenced by one or more written consents signed by each director before or after the action, describing the action taken, and included in the minutes or filed with the corporate records reflecting the action taken. As authorized in G.S. 55A-1-70, a director's consent to action taken without meeting may be in electronic form and delivered by electronic means.
(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different 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. (1973, c. 314, s. 3; 1993, c. 398, s. 1; 2008-37, s. 7; 2021-162, s. 2(q).)

Structure North Carolina General Statutes

North Carolina General Statutes

Chapter 55A - North Carolina Nonprofit Corporation Act

Article 8 - Directors and Officers.

§ 55A-8-01 - Requirement for and duties of board.

§ 55A-8-02 - Qualifications of directors.

§ 55A-8-03 - Number of directors.

§ 55A-8-04 - Election, designation, and appointment of directors.

§ 55A-8-05 - Terms of directors generally.

§ 55A-8-06 - Staggered terms for directors.

§ 55A-8-07 - Resignation of directors.

§ 55A-8-08 - Removal of directors elected by members or directors.

§ 55A-8-09 - Removal of designated or appointed directors.

§ 55A-8-10 - Removal of directors by judicial proceeding.

§ 55A-8-11 - Vacancy on board.

§ 55A-8-12 - Compensation of directors.

§ 55A-8-20 - Regular and special meetings.

§ 55A-8-21 - Action without meeting.

§ 55A-8-22 - Notice of meetings.

§ 55A-8-23 - Waiver of notice.

§ 55A-8-24 - Quorum and voting.

§ 55A-8-25 - Committees of the board.

§ 55A-8-30 - General standards for directors.

§ 55A-8-31 - Director conflict of interest.

§ 55A-8-32 - Loans to or guaranties for directors and officers.

§ 55A-8-33 - Liability for unlawful loans or distributions.

§ 55A-8-40 - Officers.

§ 55A-8-41 - Duties of officers.

§ 55A-8-42 - Standards of conduct for officers.

§ 55A-8-43 - Resignation and removal of officers.

§ 55A-8-44 - Contract rights of officers.

§ 55A-8-50 - Policy statement and definitions.

§ 55A-8-51 - Authority to indemnify.

§ 55A-8-52 - Mandatory indemnification.

§ 55A-8-53 - Advance for expenses.

§ 55A-8-54 - Court-ordered indemnification.

§ 55A-8-55 - Determination and authorization of indemnification.

§ 55A-8-56 - Indemnification of officers, employees, and agents.

§ 55A-8-57 - Additional indemnification and insurance.

§ 55A-8-58 - Application of Part.

§ 55A-8-60 - Immunity.