A written consent is a document governing bodies within companies can adopt resolutions and take action. A resolution is a statement describing action taken by a governing body within a company. Within a corporation, shareholders, boards of directors and committees of directors may take action by adopting a resolution.
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).
Written consent allows directors and executives to push forth an action via writing or electronic transmission for informed decisions. So, in these cases, establishing consent is a matter of using either PDFs, faxes, or emails that indicate executive approvals.
(b) The owners or members or the governing authority of a filing entity, or a committee of the governing authority, may take action without holding a meeting, providing notice, or taking a vote if each person entitled to vote on the action signs a written consent or consents stating the action taken.
Examples of changes that may require stockholder approval include increasing or decreasing the number of authorized shares, changing voting requirements or altering dividend policies.
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.
A Directors' Consent in Lieu of Meeting is a written consent for a corporation's specific action without having to arrange a board meeting. If they have previously agreed on passing a particular resolution, then using a written consent is a simple shortcut serving this purpose.
A common example of a UWC is a Unanimous Written Consent in Lieu of an Organizational Meeting, which is used to approve an entity's bylaws or Operating/Company Agreement, and other things requiring unanimous consent, without a formal meeting.
In lieu of is a preposition that means instead of or in place of. It is often used to describe a substitution or replacement for something else. For example, if someone is unable to attend an event, they might send a gift in lieu of their attendance.
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.