The Vermont Statutes Online

Title 11A : Vermont Business Corporations

Chapter 008 : DIRECTORS AND OFFICERS

Subchapter 002 : MEETINGS AND ACTION OF THE BOARD

• § 8.21. Action without meeting

  (a) Unless the articles of incorporation or bylaws preclude the taking of action required or permitted by this title without a meeting of the board of directors, action required or permitted by this title 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. Each 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. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)