(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 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:(1) evidenced by one (1) or more written consents describing the action taken;(2) signed by each director;(3) included in the minutes or filed with the corporate records reflecting the action taken; and(4) delivered to the secretary.(b) Action taken under this section is effective when the last director signs the consent, unless:(1) the consent specifies a different prior or subsequent effective date, in which case the consent is effective on that date; or(2) no effective date contemplated by subdivision (1) is designated and the action taken under this section is taken electronically as contemplated by IC 26-2-8. If action is taken as contemplated by IC 26-2-8, the effective date is determined in accordance with IC 26-2-8.A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation before the ed by IC 26-2-8, the effective date is determined in accordance with IC 26-2-8.A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation before the delivery to the corporation of unrevoked written consents signed by all the directors.(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.(d) Action taken without a meeting is an organic action (as defined in IC 26-2-8-102(15)).As added by P.L.149-1986, SEC.18. Amended by P.L.133-2009, SEC.26.
Indiana Legal Code