Written Consent

Directors on a CID board may conduct an emergency board meeting (Civ. Code §4923) using electronic transmissions, such as e-mail, under very limited circumstances, if all the board members consent in writing to do so. This is in contrast to Corporations Code section 7211 that permits a non-CID board to conduct business without a meeting, if all the directors consent in writing to the action. Corporations Code section 7516 and most association bylaws also permit a corporation to conduct business without a meeting, if all the members give their written consent to the action. In most cases, this is impractical and impossible to obtain if the corporation has more than a handful of members.

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