Section 404(d) of the Uniform Limited Liability Company Act provides:
Action requiring the consent of members or managers under this Act may be taken without a meeting.
Rhode Island Unanimous Consent to Action By the Members of a Limited Liability Company, in Lieu of a Meeting, Ratifying Past Actions of Managing Member and/or Members
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FAQ
A written consent is a document governing bodies within companies can adopt resolutions and take action. A resolution is a statement describing action taken by a governing body within a company. Within a corporation, shareholders, boards of directors and committees of directors may take action by adopting a resolution.
In lieu of holding a meeting, the Members may vote or otherwise take action by a written instrument signed by Members who hold a number of Voting Units sufficient to permit such action to have been taken at a meeting of the Members.
A Directors' Consent in Lieu of Meeting is a written consent for a corporation's specific action without having to arrange a board meeting. If they have previously agreed on passing a particular resolution, then using a written consent is a simple shortcut serving this purpose.
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 directors and/or shareholders.
The LLC Organizational Consent in Lieu of Meeting becomes an official internal document of the LLC, and, once executed, members can't withdraw their consent without approval from other signatories. It's typically used by initial members of an LLC to agree to the certificate of formation or where a meeting is required.
Written consent allows directors and executives to push forth an action via writing or electronic transmission. So, in these cases, establishing consent is a matter of using either PDFs, faxes, or emails that indicate executive approvals.