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A director attends a board meeting at which the board approves a risky contract. The director says nothing during the vote, and the minutes do not record any objection.
Which statement is most accurate?

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A director who attends a meeting is never responsible for action taken at that meeting. A director avoids assent simply by silently disagreeing with the decision. A director who attends a meeting is generally deemed to assent to board action unless the director properly dissents or abstains. A director avoids assent only by selling all shares before the vote.

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