Oregon Action by Unanimous Consent of Shareholders in Lieu of Meeting - Amending Bylaws

• Category: Consents and Permissions - Shareholders
• State: Multi-State
• Control #: US-1061BG
• Format: Word; Rich Text

Description

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 the shareholders. The Revised Model Business Corporation Act provides 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 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 entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

Oregon Action by Unanimous Consent of Shareholders in Lieu of Meeting — Amending Bylaws In the state of Oregon, shareholders of a corporation have the option to take action by unanimous consent in lieu of a formal meeting to amend the corporation's bylaws. This convenient and efficient process allows shareholders to make important decisions without the need to physically gather for a meeting, saving time and resources. Amending bylaws through unanimous consent enables shareholders to modify the rules and regulations that govern the corporation, ensuring that they align with the changing needs and objectives of the company. Bylaws cover various aspects such as shareholders' rights and responsibilities, procedures for conducting board meetings, voting requirements, and other governing principles. Types of Oregon Action by Unanimous Consent of Shareholders in Lieu of Meeting — Amending Bylaws: 1. Bylaw Amendments: Shareholders can propose and agree on amendments to the existing bylaws of the corporation. This may include changes to voting procedures, director qualifications, or the addition of new provisions to address emerging situations. 2. Bylaw Revisions: Shareholders have the power to revise the entire set of bylaws to create a comprehensive and up-to-date framework for the corporation. This allows for a complete overhaul and restructuring of the bylaws, ensuring they reflect the evolving needs and best practices of the company. 3. Bylaw Rescission: In certain cases, shareholders may unanimously consent to rescind specific bylaws that are no longer applicable or necessary. Rescission removes outdated or redundant provisions, streamlining the corporate governance structure. Key considerations for Oregon Action by Unanimous Consent of Shareholders in Lieu of Meeting — Amending Bylaws: 1. Unanimous Consent: All shareholders must agree and provide their consent for the proposed amendment or revision. Without unanimous agreement, the action cannot be taken by unanimous consent and would require a formal shareholders' meeting. 2. Written Consent: Shareholders need to submit their consent in writing, often in the form of a unanimous consent resolution. This document serves as evidence of their agreement and should clearly outline the proposed changes. 3. Compliance with State Laws: Any amendments or revisions made through unanimous consent must comply with the laws and regulations of the state of Oregon. It's advisable to consult legal professionals to ensure compliance and avoid any potential pitfalls. 4. Record keeping: The corporation must maintain proper records of the unanimous consent resolutions, including the date, nature of the action taken, and the consent of each shareholder. These records should be kept with other corporate documents for future reference. In summary, Oregon Action by Unanimous Consent of Shareholders in Lieu of Meeting — Amending Bylaws provides an efficient way for shareholders to make necessary changes to the bylaws of a corporation. It allows for flexibility, responsiveness, and streamlined decision-making, empowering shareholders to adapt and govern the corporation effectively.