Both the Model Business Corporation Act and the Revised Model Business Corporation Act provide that acts to be taken at a shareholders' meeting or a director's meeting may be taken without a meeting if the action is taken by all the shareholders or directors entitled to vote on the action. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by all the shareholders or directors entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction.
Delaware Unanimous Written Consent by Shareholder Electing Board of Directors is a legal provision that allows Delaware corporations to elect members of their board of directors through written consent without the need for a formal shareholders' meeting. This mechanism simplifies and expedites the board election process, providing flexibility and efficiency for corporations operating in Delaware. In this procedure, all shareholders of the corporation must unanimously agree in writing to elect specific individuals as directors. This consent can be obtained either physically or through electronic means, as long as the signatures of all shareholders are present. It is important to note that this provision is specific to Delaware's corporate law and may not be applicable in other jurisdictions. The Delaware General Corporation Law (DCL) recognizes two types of Delaware Unanimous Written Consent by Shareholder Electing Board of Directors: 1. Initial Board Elections: When a corporation is initially formed, the shareholders can use this provision to elect the first board of directors. By obtaining unanimous written consent, the corporation can formalize the composition of its board without the need for a formal meeting. This method is often preferred by startups and small corporations as it saves time and resources during the initial stages. 2. Subsequent Board Elections: After the initial board has been established, corporations can continue to utilize the Delaware Unanimous Written Consent process for subsequent board elections. This becomes particularly useful when there is a need to quickly replace or add directors, such as in a time-sensitive decision-making situation or in response to changing corporate needs. By utilizing Delaware Unanimous Written Consent by Shareholder Electing Board of Directors, corporations can streamline their governance procedures and make timely decisions without the logistical challenges of organizing shareholders' meetings. This provision highlights Delaware's commitment to providing a business-friendly environment that fosters corporate efficiency and adaptability.Delaware Unanimous Written Consent by Shareholder Electing Board of Directors is a legal provision that allows Delaware corporations to elect members of their board of directors through written consent without the need for a formal shareholders' meeting. This mechanism simplifies and expedites the board election process, providing flexibility and efficiency for corporations operating in Delaware. In this procedure, all shareholders of the corporation must unanimously agree in writing to elect specific individuals as directors. This consent can be obtained either physically or through electronic means, as long as the signatures of all shareholders are present. It is important to note that this provision is specific to Delaware's corporate law and may not be applicable in other jurisdictions. The Delaware General Corporation Law (DCL) recognizes two types of Delaware Unanimous Written Consent by Shareholder Electing Board of Directors: 1. Initial Board Elections: When a corporation is initially formed, the shareholders can use this provision to elect the first board of directors. By obtaining unanimous written consent, the corporation can formalize the composition of its board without the need for a formal meeting. This method is often preferred by startups and small corporations as it saves time and resources during the initial stages. 2. Subsequent Board Elections: After the initial board has been established, corporations can continue to utilize the Delaware Unanimous Written Consent process for subsequent board elections. This becomes particularly useful when there is a need to quickly replace or add directors, such as in a time-sensitive decision-making situation or in response to changing corporate needs. By utilizing Delaware Unanimous Written Consent by Shareholder Electing Board of Directors, corporations can streamline their governance procedures and make timely decisions without the logistical challenges of organizing shareholders' meetings. This provision highlights Delaware's commitment to providing a business-friendly environment that fosters corporate efficiency and adaptability.
