2007 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 308B Cooperative Associations Act
Section 308B.441 ACTION WITHOUT A MEETING.
308B.441 ACTION WITHOUT A MEETING.
Subdivision 1. Method. An action required or permitted to be taken at a board meeting may
be taken by written action signed by all of the directors. 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 that would be required to take the same action at a meeting of the board
at which all directors were present.
Subd. 2. Effective time. The written action is effective when signed by the required number
of directors, unless a different effective time is provided in the written action.
Subd. 3. Notice and liability. When written action is permitted to be taken by less than all
directors, all directors must be notified immediately of its text and effective date. Failure to
provide the notice does 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.
History: 2003 c 105 art 1 s 30
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