(805 ILCS 105/108.45)
(from Ch. 32, par. 108.45)
Informal action by directors.
specifically prohibited by the articles of incorporation or
bylaws, any action required by this Act to be taken at a
meeting of the board of directors of a corporation, or any
other action which may be taken at a meeting of the board of
directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so
taken, shall be approved in writing by all of the directors and all of
any nondirector committee members entitled to vote with
respect to the subject matter thereof, or by all the members
of such committee, as the case may be.
(b) The consent shall be evidenced by one or more written
approvals, each of which sets forth the action taken and provides a written record of approval. All the approvals evidencing the consent shall be
delivered to the secretary to be filed in the corporate
records. The action taken shall be effective when all the
directors or the committee members, as the case may be, have
approved the consent unless the consent specifies a
different effective date.
(c) Any such consent approved in writing by all the directors or all the
committee members, as the case may be, shall have the same
effect as a unanimous vote and may be stated as such in any
document filed with the Secretary of State under this Act.
(Source: P.A. 96-649, eff. 1-1-10; 96-994, eff. 7-2-10.)