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According to Chapter 53 Article 11 of the Business Corporation Act, action without a meeting requires a written consent signed by all the directors.  It is generally held that emails do not meet this requirement, but that conference calls or webcast meetings where everyone can hear the discussion do meet the requirements.  It should be spelled out in the Bylaws.

New Mexico Statutes, Chapter 53 Corporations

53-11-43 Action by directors without a meeting.

   Unless otherwise provided by the articles of incorporation or bylaws, any action requied by the Business Corporation Act [Chapter 53, Articles 11 to 18 MNSA 1978] to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or of a committee, 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, or all of the members of the committee, as the case may be.  The consent shall have the same effect as a unanimous vote.

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United Way of Central New Mexico
Center for Nonprofit Excellence
2340 Alamo Ave. SE 2nd Floor
Albuquerque, NM 87106
505 247-3671 phone
505 242-3576 fax

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