BillB17 (South Carolina)
Posts: 92
Posts: 92
Posted:
My question is regarding actions taken by a BOD without a meeting, specifically by email vote. Our state law states:
"Unless the articles or bylaws provide otherwise, action required or permitted by this chapter 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 filed with the corporate records reflecting the action taken."
Our documents provide for similar documentation stating that "Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all Directors".
Question - Does the individual email approval of the action taken satisfy the "written consent or approval" requirement of the law or our documents - or is a separate document stating the action taken signed by each member of the BOD required?
"Unless the articles or bylaws provide otherwise, action required or permitted by this chapter 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 filed with the corporate records reflecting the action taken."
Our documents provide for similar documentation stating that "Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all Directors".
Question - Does the individual email approval of the action taken satisfy the "written consent or approval" requirement of the law or our documents - or is a separate document stating the action taken signed by each member of the BOD required?