A unanimous written consent is a formal board resolution allowing the board to approve an action without convening a meeting. A committee may recommend an action without a meeting if the entire committee agrees to that recommendation.If a meeting isn't held, and a Consent to Action Without Meeting is used instead, all directors must sign the resolution for it to pass. Can a resolution be passed without a meeting? Yes, a resolution can be passed without a formal meeting. A corporate resolution is a legal document that outlines actions a board of directors will take on behalf of a corporation. Can shareholders pass an ordinary resolution without recourse to the company directors or even providing them with prior notice of the meeting? It has been held in many court cases that any resolution passed in a Board meeting conducted without notice to any director is invalid. This Practice Note outlines the Written Resolution method Directors may adopt to take decisions instead of holding board meetings. The Directors should appoint the Officers.