2007 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 317A Nonprofit Corporations
Section 317A.239 ACTION WITHOUT MEETING.

317A.239 ACTION WITHOUT MEETING.
Subdivision 1. Method. An action required or permitted to be taken at a board meeting may
be taken by written action signed, or consented to by authenticated electronic communication, by
all of the directors. If the articles so provide, an action, other than an action requiring member
approval, may be taken by written action signed, or consented to by authenticated electronic
communication, 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, or consented to by
authenticated electronic communication, by the required number of directors, unless a different
effective time is provided in the written action.
Subd. 3. Notice; 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 is not liable for the action.
History: 1989 c 304 s 42; 2002 c 311 art 3 s 6,7