US Laws, Codes, Statutes & Cases

 
  § 708. Action by the board.
    (a)  Except  as  otherwise  provided in this chapter, any reference in
  this chapter to corporate action to be taken by  the  board  shall  mean
  such action at a meeting of the board.
    (b) Unless otherwise restricted by the certificate of incorporation or
  the  by-laws,  any action required or permitted to be taken by the board
  or any committee thereof may be taken without a meeting if  all  members
  of  the  board  or the committee consent in writing to the adoption of a
  resolution authorizing  the  action.  The  resolution  and  the  written
  consents thereto by the members of the board or committee shall be filed
  with the minutes of the proceedings of the board or committee.
    (c)  When  authorized  by  the  certificate  of  incorporation  or the
  by-laws, any one or more members of the board or any  committee  thereof
  may  participate  in  a meeting of such board or committee by means of a
  conference telephone or similar communications  equipment  allowing  all
  persons  participating  in  the  meeting  to hear each other at the same
  time. Participation by such means shall constitute presence in person at
  a meeting.
    (d) Except as otherwise provided  in  this  chapter,  the  vote  of  a
  majority  of  the directors present at the time of the vote, if a quorum
  is present at such time, shall be the act of the board.