Sec. 2. (a) Unless articles of incorporation or bylaws provide otherwise, action required or permitted by this article to be taken at a meeting of a board of directors may be taken without a meeting if the action is taken by all members of the board of directors. The action must be evidenced by at least one (1) written consent: (1) describing the action taken; (2) signed by each director; and (3) 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 prior or subsequent 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.
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