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.
Ohio Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers In the state of Ohio, corporations have the option to utilize the Unanimous Consent to Action as an alternative to conducting formal meetings for the purpose of ratifying past actions of directors and officers. This process allows for efficient decision-making and the resolution of important matters without the need for all shareholders and board members to physically convene. Unanimous Consent to Action signifies the unanimous agreement by all relevant shareholders and board members, serving as a legally binding endorsement of previously taken actions. This method eliminates the need for a physical gathering and streamlines the decision-making process, saving valuable time and resources. Ohio's law recognizes various types of Unanimous Consent to Action, tailored to different scenarios and requirements. Some notable variations include: 1. Unanimous Consent to Action by the Board of Directors: This variant involves all members of the board extending their unanimous agreement to a prior action taken. It serves to validate decisions made by the board, ensuring compliance with legal and regulatory obligations. 2. Unanimous Consent to Action by the Shareholders: In situations where shareholders are required to ratify past actions, this form of Unanimous Consent to Action comes into play. This demonstrates the unified agreement of all shareholders, legitimizing prior decisions and actions. 3. Unanimous Consent to Action by Both Shareholders and Board of Directors: Certain circumstances may demand the collective assent of both shareholders and the board of directors to confirm and ratify past actions. This variant ensures that both key entities within the corporation are in agreement, reinforcing the validity of the actions taken. Utilizing Unanimous Consent to Action in lieu of physical meetings enables corporations in Ohio to operate smoothly and maintain compliance with legal requirements. This method grants flexibility and convenience, particularly when addressing past actions that require retroactive confirmation. By leveraging this process, corporations can save time, resources, and avoid unnecessary inconveniences associated with organizing physical meetings. The Unanimous Consent to Action is a valuable tool for ratifying past actions conveniently, efficaciously, and within the bounds of Ohio corporate law.
