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A corporation's directors want to approve a time-sensitive bank loan without holding a meeting.
Which statement best describes board action by written consent?

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A board may act by written consent if any two directors sign a memo, regardless of board size. A board may act by written consent if every director consents in writing, assuming the governing statute permits that method. A board may never act by written consent under modern corporation statutes. A board may act by written consent only after a court approves the consent.

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