WMF Resolutions/Consent resolutions/arz
|This resolution amending the bylaws to allow board resolutions without the participation of all board members was unanimously approved on 27 February 2006.|
Whereas Florida law 617.082 requires the participation of all board members to pass a consent resolution unless the Corporation bylaws specify otherwise, and the Foundation desires to pass consent resolutions without the unanimous participation of all board members.
It is hereby resolved that the Foundation's bylaws shall be amended as follows:
(1) Action required or permitted to be taken at a board of directors' meeting may be taken without a meeting if the action receives the affirmative vote of the majority of the board members. The action must be evidenced by one or more written consents describing the action taken and affirmatively signed by the majority of the board members. Electronic signatures are acceptable.
(2) Action taken under this section is effective when the action is affirmitively signed by a majority of the board members unless the consent specifies a different effective date.
(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
(4) Any consent resolution which has not received affirmative votes from the majority of the board members or has not received negative votes from the majority of the board members shall be presented for a vote at the next board meeting.
(5) Modifications to the bylaws or articles of incorporation can not be made with consent resolutions.