Under the Model Articles, a board resolution would not be valid if what condition is required by the Articles?

Under the Model Articles, a board resolution would not be valid if what condition is required by the Articles?

• A. If quorum is not met
• B. If unanimity is required by the Articles
• C. If notice is defective
• D. If the chair votes against

Answer: (B)

Unanimous consent is required for certain board decisions under the Model Articles. When the Articles specify unanimity, a board resolution can be valid only if every director entitled to vote has approved it (or signed a written resolution). If unanimity isn’t achieved, the resolution doesn’t meet the Articles’ requirement and is invalid. Other issues like quorum or notice can affect validity in other ways, but the crucial point here is the explicit need for unanimous agreement.

Unanimous consent is required for certain board decisions under the Model Articles. When the Articles specify unanimity, a board resolution can be valid only if every director entitled to vote has approved it (or signed a written resolution). If unanimity isn’t achieved, the resolution doesn’t meet the Articles’ requirement and is invalid. Other issues like quorum or notice can affect validity in other ways, but the crucial point here is the explicit need for unanimous agreement.