Connecticut § 33-1097 - Action without meeting.

§ 33-1097. Action without meeting.

Sec. 33-1097. Action without meeting. (a) Except to the extent that the certificate of incorporation or bylaws specifically require that action by the board of directors be taken only at a meeting, action required or permitted by sections 33-1000 to 33-1290, inclusive, to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action taken or to be taken and delivers it to the corporation.

(b) Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.

(c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.

(P.A. 96-256, S. 71, 209; P.A. 01-199, S. 38.)

History: P.A. 96-256 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to rephrase provisions, delete requirement that action be taken “by all members of the board”, delete requirement that consents be “included in the minutes or filed with the corporate records reflecting the action taken”, require that each consent describe the action taken “or to be taken” and require that each consent be delivered to the corporation, amended Subsec. (b) to replace provision that action taken without a meeting “is effective when the last director signs the consent, unless the consent specifies a different effective date” with provisions that such action “is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation” and that consent “may specify the time at which the action taken thereunder is to be effective” and authorize a consent to be withdrawn by a revocation signed by the director and delivered to the corporation prior to the delivery of unrevoked written consents signed by all the directors and amended Subsec. (c) to replace provision that a consent “has the effect of a meeting vote” with “has the effect of action taken at a meeting of the board of directors”.