28Resolutions without meetings

28 Resolutions without meetings

(1) If—

S. 28(1)(a) amended by No. 10/2017 s. 24(3).

(a) Development Victoria has taken reasonable steps to give notice to each director setting out the terms of a proposed resolution; and

(b) a majority of directors for the time being of the board sign a document containing a statement that they are in favour of the resolution in the terms set out in the document—

a resolution in those terms is deemed to have been passed at a meeting of the board held on the day on which the document is signed or, if the directors referred to in paragraph (b) do not sign it on the same day, on the day on which the last of those directors signs the document.

(2) For the purposes of subsection (1), 2 or more separate documents containing a statement in identical terms, each of which is signed by one or more directors, are deemed to constitute one document.

(3) If a resolution is deemed by this section to have been passed at a meeting of the board, each director must as soon as practicable be advised of the matter and given a copy of the resolution.

(4) The majority of directors referred to in subsection (1)(b) must not include a director who, because of section 29, is not entitled to vote on the resolution.