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A corporation's directors want to approve a major contract without holding a meeting. Four of five directors email "approved," and the fifth director does not respond.
Which statement best describes the usual consent problem?

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Any single director may approve corporate action without a meeting if the director later signs minutes. Action without a board meeting generally requires written consent of all board members, unless a valid governing rule provides otherwise. A majority of directors may take action by informal text messages even if one director objects and another does not respond. Shareholders may retroactively create unanimous board consent by voting at the next annual meeting.

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