North Dakota Code § 10-33-43

Action without meeting by directors
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1. An action required or permitted to be taken at a board meeting may be taken by 
written action signed, or consented to by authenticated electronic communication, by 
all of the directors. If the articles so provide, any action, other than an action requiring 
approval of members with voting rights , may be taken by written action signed, or 
consented to by authenticated electronic communication, by the number of directors 

that would be required to take the same action at a meeting of the board at which all 
directors were present.
2. The written action is effective when signed, or consented to by authenticated electronic 
communication, by the required number of directors, unless a different effective time is 
provided in the written action.
3. When written action is permitted to be taken by less than all directors, all directors 
must be notified immediately of its text and effective date. Failure to provide the notice 
does not invalidate the written action. A director who does not sign or consent to the 
written action has no liability for the action or actions taken thereby.

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