BOARD ACTION WITHOUT A MEETING
(Unanimous Written Consent)

As provided for in Corp. Code §7211(b), any action required or permitted to be taken by the board may be taken without a meeting, if all members of the board individually or collectively consent in writing to that action. The written consent must be filed with the board's minutes.

A unanimous written consent does not violate the Open Meeting Act since the action does not qualify as a "meeting" as defined by the Act, i.e., any congregation of a majority of the members of the board at the same time and place to hear, discuss, or deliberate upon any item of business scheduled to be heard by the board.

Updated by ADAMS KESSLER 8/9/2008