Resolutions without meetings
28 Resolutions without meetings
The Board may—
determine that it may make a proposed resolution without a meeting; and
determine a method by which directors are to indicate agreement with any proposed resolution.
The Board is taken to have made a resolution at a meeting if—
without meeting, a majority of the directors entitled to vote on the proposed resolution indicate agreement with the resolution; and
that agreement is indicated in accordance with the method determined by the Board under subsection (1); and
all the directors were informed of the proposed resolution, or reasonable efforts were made to inform the directors of the proposed resolution.
For the purposes of subsection (2)(a), a director is not entitled to vote on a proposed resolution if the director would not have been entitled to vote on that resolution if the matter had been considered at a meeting of the Board.
The Board must keep a record of the resolutions made in accordance with this section.
This Act’s bill:Explanatory memorandumSecond reading speech
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