AGENDAS AND
UNANIMOUS WRITTEN CONSENT

QUESTION: Does the new agenda law apply to board action without a meeting, specifically when directors act by unanimous written consent?

ANSWER: Unanimous written consents do not violate the new agenda law. As provided for in Corp. Code §7211(b), directors may take action without a meeting, if all members of the board individually or collectively consent in writing to that action.

However, this does not mean that boards can avoid the agenda law by conducting all business by unanimous written consent. Written consents should be used sparingly and only when an action by the board cannot wait until the board's next meeting (whether regular or special).

Updated 8/9/2008