Guam § 28812 - Action Without Meeting.

§ 28812. Action Without Meeting.

(a) Unless the articles of incorporation or bylaws provide otherwise,

action required or permitted by this Act to be taken at a board of directors’

meeting may be taken without a meeting if the action is taken by all

members of the board. The action must be evidenced by one or more written

consents describing the action taken, signed by each director, and included

in the minutes or filed with the corporate records reflecting the action taken.

(b) Action taken under this section is effective when the last director

signs the consent, unless the consent specifies a different effective date.

(c) A consent signed under this section has the effect of a meeting vote

and may be described as such in any document.

(d) Unless otherwise restricted by the certificate of incorporation or

bylaws, any action required or permitted to be taken at any meeting of the

board of directors or of any committee thereof may be taken without a

meeting if all members of the board or committee, as the case may be,

consent thereto in writing, or by electronic transmission and the writing or

writings or electronic transmission or transmissions are filed with the

minutes of proceedings of the board, or committee.