New York Law (NYLE) Practice Exam

What must an absent director do to dissent from a board's action after missing the vote?

1. Submit a written letter of dissent

2. Request a revote by the board

3. Cause his dissent to be filed with the minutes after learning of the action

4. Notify the board chair verbally

The correct answer is: Cause his dissent to be filed with the minutes after learning of the action

To dissent from a board's action after missing the vote, the appropriate action for an absent director is to cause their dissent to be filed with the minutes after learning of the action. This process is crucial because it provides a formal record of the director's opposition to the board's decision, ensuring that their dissent is acknowledged and documented properly. The reasoning behind this requirement stems from the need for transparency and accountability within the board's operations. Filing dissent with the minutes allows for a clear historical account of differing opinions and can be important for legal purposes, as it demonstrates that the director did not support the action taken. This approach differs from submitting a written letter of dissent or notifying the board chair verbally, as those methods do not create a formal record within the official document of board proceedings. Furthermore, requesting a revote by the board is not applicable unless it fits within the specific rules of the corporation, and absent directors typically do not have the same standing during a vote they did not participate in. Overall, filing dissent with the minutes is the most effective way for an absent director to ensure their disagreement is formally recognized in the board's documentation.