(805 ILCS 5/8.45)
(from Ch. 32, par. 8.45)
Informal action by directors.
(a) Unless specifically prohibited by the articles of incorporation or
by-laws, 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 signed by all of the directors 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 bears the signature of one or more
directors. 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 have approved the consent unless
the consent specifies a different effective date.
(c) Any such consent signed by all the directors or all the members of
a committee 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
(Source: P.A. 83-1025.)