(1) Regular and Special Meetings. The board of directors may hold regular or special meetings within or without Samish Indian Country and, unless the corporation’s articles of incorporation or bylaws provide otherwise, may conduct or participate in a meeting through the use of any means of communication by which all directors may simultaneously hear each other during the meeting.

(2) Consent to Action Without Meeting Permitted. Unless the articles of incorporation or bylaws provide otherwise, action by the board of directors may be taken without a meeting if a majority of the members take the action. Such action must be evidenced in writing, signed by the requisite number of directors and included in the minutes or filed with the corporate records.

(3) Notice of Meeting. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting, but special meetings of the board of directors must be preceded by at least 48 hours’ notice of the date, time, and place of the meeting. A director may waive notice in a signed writing or may be deemed to have waived notice if the director attends the meeting, unless the director objects at the beginning of the meeting and does not vote during the meeting.

(4) Quorum and Voting. Unless the articles of incorporation or bylaws provide otherwise, a quorum consists of a majority of the number of directors; provided, that in no event shall a quorum consist of fewer than one-third the number of directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number. [Res. 2020-04-005 § 2, 2020.]