Section 351.1066

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2011   

  351.1066.  Written action permitted, when, procedure. — 1.  If the articles or bylaws so provide, any action, other than an action requiring member approval, may be taken by written action signed by the number of directors which would be required to take the same action at a meeting of the board under section 351.1063. If the articles or bylaws do not otherwise provide, then an action required or permitted to be taken at a meeting of the board may be taken by written action if signed by at least a majority of all of the directors.

  2.  The written action is effective when signed by the required number of directors, unless a different effective time is provided in the written action.

  3.  When written action is permitted to be taken by less than all directors, all directors shall be notified within a reasonable amount of time of its text and effective date.  Failure to provide the notice shall not invalidate the written action.  A director who does not sign or consent to the written action has no liability for the action or actions taken by the written action.

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(L. 2011 S.B. 366)