When board meeting is unnecessary or improperly held.
Section 101
SEC. 101. When board meeting is unnecessary or improperly held.—Unless the by-laws provide otherwise, any action by the directors of a close corporation without a meeting shall nevertheless be deemed valid if: Before or after such action is taken, written consent thereto is signed by all the directors; or All the stockholders have actual or implied knowledge of the action and make no prompt objection thereto in writing; or The directors are accustomed to take informal action with the express or implied acquiescence of all the stockholders; or All the directors have express or implied knowledge of the action in question and none of them makes prompt objection thereto in writing. If a directors' meeting is held without proper call or notice, an action taken therein within the corporate powers is deemed ratified by a director who failed to attend, unless he promptly files his written objection with the secretary of the corporation after having knowledge thereof.