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Special meetings of the shareholders may be called for any purpose or purposes, at any time, by the Chief Executive Officer; by the Chief Financial Officer; by the Board or any two or more members thereof; or by one or more shareholders holding not less than 10% of the voting power of all shares of the corporation ...
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.
Although Executive Boards can't officially act without voting, they can vote without meeting. As long as every member agrees and the decision is memorialized in writing, a decision by ?unanimous consent? is every bit as legal and binding as one which is voted on during a live meeting.
An action taken by shareholders without a shareholders' meeting must be taken by all shareholders and must be evidenced by written consent of all shareholders of the corporation if any of the following applies: 1. The action involves the election of directors or the removal of one or more directors.
§ 10-821 - Action by directors without meeting. A. Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by chapters 1 through 17 of this title to be taken at a directors' meeting may be taken without a meeting if the action is taken by all of the directors.
In parliamentary procedure, unanimous consent, also known as general consent, or in the case of the parliaments under the Westminster system, leave of the house (or leave of the senate), is a situation in which no member present objects to a proposal.
If you are a part of a board of directors or group of shareholders and need to record an official action, and everyone agrees with that action or decision, then a Unanimous Consent can cut to the chase without calling for a meeting.
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.