Pennsylvania Record of Unanimous Consent of Directors in Place of Annual Meeting
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FAQ
The agents of the corporation are generally considered to be the board of directors, officers or other persons the corporation authorizes to act on its behalf. In some instances, the principals and agents for a corporation are the same persons.
Board of Directors Generally, the corporation's bylaws will set out how many directors the corporation should have. The directors aren't agents of the shareholders, but they do owe the shareholders a fiduciary duty. This means that the directors are required to act in the best interests of the shareholders.
What is Corporate Officer? A person elected by the Board of Directors to manage the daily operations of the corporation. Usually, a President, Vice-President, Secretary and Treasurer, along with subsidiary officers.
Thus, when a board hires the CEO of the company, they are acting collectively as the principal (from the perspective of the CEO) AND as the agent of the shareholders/owners. This is reflected in California law.
Boards of directors effectively serve as the principal as or on behalf of the corporation in ongoing relationships with officer-agents.
Unanimous Written Consent means a written consent executed by at least one representative of each Member.
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.
Board Agent means any employee designated by the Board to act on its behalf.Board Agent means employee of the Board, including, but not limited to, inspectors, auditors and investigators.
Individual corporate directors have the ability, as agents of the corporation, to bind the corporation. The board of directors holds meetings with recorded minutes, generally on predetermined dates. They may hold special meetings with sent to all directors. In most states, directors have to participate in person.
The advantage of acting by unanimous consent is that the Board can take care of routine, uncontroversial actions quickly such as authorizing a small expenditure or scheduling a community event without waiting until the next regular meeting or having to arrange and publicize a special meeting.
