CASO: BALDWIN VS. CANFIELD

Establece que la decisión o resolución individual de un director es ilegal y no tiene sustento. En otras palabras el directorio y los directores solidariamente son responsables, pero un director no tiene autoridad.

A board of director has not authority to act except when it is assembled at a board meeting. A separate action, done individually, is not the action of the constituted body of men clothed with corporate power. The power to manage a corporation is vested in the board of directors not as individuals but as one body => canít act individually in the name of the board.

Minority rule: usually if it is in the usual practice the action of one member of the board may be attributed to the board, if the third party had no reason to suspect that the individual director is not acting with authority and that the majority consent is not seriously questioned.

MBCA (1984) ß 8.21

Unless provided otherwise in the articles, an action may be taken without a meeting if it is taken by all the members of the board. All directors may sign a consent form evidencing their approval of the action.

Here, the deed was signed by different directors at different times w/o a board meeting, the court held the deed invalid because the action was taken by one director w/o a director meeting.