A Shareholders' Consent to Action Without Meeting, or a consent resolution, is a written statement that describes and validates a course of action taken by the shareholders of a particular corporation without a meeting having to take place between directors and/or shareholders.
A consent to short notice of a general meeting of a company limited by shares. This standard document is drafted based on all the relevant members signing one document. Alternatively separate documents may be sent to members for signature.
A Stockholder Consent is the authorization of stockholders to carry out a specific corporate action. For example, a Stockholder Consent is used to elect or remove a member of the Board of Directors, approve a merger, and implement a Stock Incentive Plan (SIP).
For key company decisions, a company often needs to seek the approval of its board of directors or shareholders. A company resolution is formal approval of certain decisions made by the board or company shareholders who are entitled to vote on the matter at hand.
Examples of changes that may require stockholder approval include increasing or decreasing the number of authorized shares, changing voting requirements or altering dividend policies.
I hereby consent to act as a director of the Company with effect from the date of this letter. I am not, nor have I been, disqualified from acting as a director of a company, nor have I performed any acts, nor are there any circumstances, pursuant to which I could be so disqualified.
Shareholder action taken by written consent is universally recognized as a valid approval by shareholders and this is expressly confirmed by California statute. The 10-day waiting period acts to delay the effectiveness of the action, which hinders a corporation's ability to act with speed and efficiency when necessary.
Consent solicitations offer issuers the flexibility to make necessary changes to existing agreements or terms outside of formal shareholder or bondholder meetings.
In addition to an affirmative statement that the shareholder consents to the corporate election, the statement of consent shall set forth the name and address of the corporation and of such new shareholder, the number of shares of stock owned by such share- holder, the date on which such shares were acquired, and the ...