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The 190th General Court of the Commonwealth of Massachusetts

Section 14: Meetings of board of directors; action without meeting

Section 14. Subsection (a) to (e), inclusive, shall apply to meetings of the board and its committees.

(a) The board of directors shall meet at intervals, not less frequent than quarterly; provided, however, upon application in writing by the corporation, the commissioner may waive or modify this requirement. Unless the articles of organization, the by-laws, or a resolution by the board otherwise provide, members of the board of directors or a committee designated thereby may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting may simultaneously hear each other and participation by those means shall constitute presence in person at a meeting. Members may transmit written authorizations that may be required during the meeting by electronic facsimile or other commercially acceptable transmission.

(b) Unless the articles of organization or bylaws provide that action required or permitted by this chapter or any other general law to be taken by the directors shall be taken only at a meeting, the action may be taken without a meeting if the action is taken by the unanimous consent of the members of the board of directors. The action must be evidenced by 1 or more consents describing the action taken, in writing, signed by each director, or delivered to the corporation by electronic transmission, to the address specified by the corporation for the purpose or, if no address has been specified, to the principal office of the corporation, addressed to the secretary or other officer or agent having custody of the records of proceedings of directors, and included in the minutes or filed with the corporate records reflecting the action taken.

(c) Action taken under this section is effective when the last director signs or delivers the consent, unless the consent specifies a different effective date.

(d) A consent signed or delivered under this section has the effect of a meeting vote and may be described as such in any document.

(e) This section shall also apply to committees and their members.