1.6 Passing Resolution through Circulation

The paper meeting: the resolution's circulation to all directors (the draft's dispatch with the explanatory note) — the approval's return (the signed assent's majority) — the resolution's effectiveness as-if-meeting; the limits (the circulation's inapplicability where the Act-and-articles demand the meeting's discussion — the sensitive-and-confidential faces; the chairman's discretion to call the meeting instead); and the discipline's record (the circulated resolution's minute-entry). The exam's line: the circulation is the meeting's economy — used where the matter's urgency-and- unanimity allow.