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Section 119 - Ratification or validation of noncompliant corporate actions (a) (1)Otherwise lawful corporate actions not in compliance, or purportedly not in compliance, with this division or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of the corporate action, ...
(1) Meetings of the board may be called by the chair of the board or the president or any vice president or the secretary or any two directors. (2) Regular meetings of the board may be held without notice if the time and place of the meetings are fixed by the bylaws or the board.
An Action by Unanimous Written Consent, also known as an Action Without Meeting (or simply, a unanimous written consent), is a document through which the Board of Directors of an organization decides to pass a specific corporate resolution (or resolutions) without having a face-to-face meeting.
Code § 307(b) provides, "An action required or permitted to be taken by the board may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action and if the number of members of the board serving at the time constitutes a quorum.
1500: Each corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceeding of its shareholders, board and committees of the board and shall keep its principal executive office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the ...