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.
Oregon Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting In Oregon, the Unanimous Consent to Action by the Shareholders and Board of Directors of a Corporation in Lieu of Meeting is a legal provision that allows the shareholders and the board of directors to ratify and approve past actions taken by the directors and officers of the corporation, without the need for a physical meeting. This consent is granted under the Oregon Revised Statutes (ORS) Chapter 60 — Business Corporations Act. This unanimous consent provision is especially useful when quick decisions need to be made, cost and time effectiveness are crucial, or scheduling conflicts arise, making it difficult for all parties to attend a physical meeting. It streamlines and expedites the decision-making process and ensures that important company actions are legally recognized and binding. To exercise this unanimous consent, all shareholders and board members need to provide their written consent explicitly stating their support for the action taken by the directors and officers. Once obtained, these consents are compiled and kept as part of the corporation's official records. The unanimous consent can be used to ratify various past actions conducted by the directors and officers, ensuring their validity and compliance with corporate rules and regulations. Some examples of actions that can be ratified include: 1. Appointment or removal of officers: If an officer was appointed or removed without a formal meeting, the unanimous consent can be utilized to authorize and confirm the actions taken. 2. Adoption or amendment of bylaws: Any changes made to the corporation's bylaws can be ratified through unanimous consent, granting them legal effect. 3. Approval of financial transactions: For significant financial decisions made by the directors or officers, such as entering into contracts, acquiring assets, or borrowing funds, unanimous consent can be used to validate and endorse these actions retroactively. 4. Authorization of stock issuance: In cases where stock issuance occurred without a formal meeting, unanimous consent can be used to affirm the validity of such actions. 5. Approval of mergers or acquisitions: If the company engaged in a merger or acquisition without holding physical meetings, the unanimous consent can be employed to validate and approve the decision taken. Obtaining the unanimous consent of all shareholders and board members is essential, as failure to garner unanimous agreement might result in the invalidation of the past actions being ratified. Therefore, it is crucial to ensure proper communication and documentation throughout the process. It is important to note that while the Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation in Lieu of Meeting is an efficient alternative, it should not replace regular board meetings and corporate governance practices. Physical meetings allow for open discussions, deliberations, and collective decision-making, which are crucial for the long-term success and integrity of a corporation.Oregon Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting In Oregon, the Unanimous Consent to Action by the Shareholders and Board of Directors of a Corporation in Lieu of Meeting is a legal provision that allows the shareholders and the board of directors to ratify and approve past actions taken by the directors and officers of the corporation, without the need for a physical meeting. This consent is granted under the Oregon Revised Statutes (ORS) Chapter 60 — Business Corporations Act. This unanimous consent provision is especially useful when quick decisions need to be made, cost and time effectiveness are crucial, or scheduling conflicts arise, making it difficult for all parties to attend a physical meeting. It streamlines and expedites the decision-making process and ensures that important company actions are legally recognized and binding. To exercise this unanimous consent, all shareholders and board members need to provide their written consent explicitly stating their support for the action taken by the directors and officers. Once obtained, these consents are compiled and kept as part of the corporation's official records. The unanimous consent can be used to ratify various past actions conducted by the directors and officers, ensuring their validity and compliance with corporate rules and regulations. Some examples of actions that can be ratified include: 1. Appointment or removal of officers: If an officer was appointed or removed without a formal meeting, the unanimous consent can be utilized to authorize and confirm the actions taken. 2. Adoption or amendment of bylaws: Any changes made to the corporation's bylaws can be ratified through unanimous consent, granting them legal effect. 3. Approval of financial transactions: For significant financial decisions made by the directors or officers, such as entering into contracts, acquiring assets, or borrowing funds, unanimous consent can be used to validate and endorse these actions retroactively. 4. Authorization of stock issuance: In cases where stock issuance occurred without a formal meeting, unanimous consent can be used to affirm the validity of such actions. 5. Approval of mergers or acquisitions: If the company engaged in a merger or acquisition without holding physical meetings, the unanimous consent can be employed to validate and approve the decision taken. Obtaining the unanimous consent of all shareholders and board members is essential, as failure to garner unanimous agreement might result in the invalidation of the past actions being ratified. Therefore, it is crucial to ensure proper communication and documentation throughout the process. It is important to note that while the Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation in Lieu of Meeting is an efficient alternative, it should not replace regular board meetings and corporate governance practices. Physical meetings allow for open discussions, deliberations, and collective decision-making, which are crucial for the long-term success and integrity of a corporation.
