Which method allows the board to act without holding a meeting, according to the rules stated?

• A. Unanimous written consent
• B. Voting by proxy
• C. Informal telephone vote
• D. Resolutions signed by the chair only

Answer: (A)

Unanimous written consent of all directors allows the board to act without a formal meeting. This method means every director signs a written document (or documents) agreeing to the action, and once all signatures are gathered, the action is as binding as if the board had voted at a meeting. The written consent must be kept in the corporate records, and the action typically takes effect on the date of the last signature or as otherwise stated in the document. This approach is allowed so long as the bylaws and governing law permit actions by unanimous consent and there isn’t a rule requiring a meeting for the specific action.

Proxy voting isn’t used for board decisions because directors are expected to participate directly or sign a written consent; an informal telephone vote lacks the formal, written record and the requirement of unanimity; and resolutions signed by the chair alone don’t reflect the consent of the entire board.