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A shareholder consent is the authorization of shareholders to carry out a specific corporate action. For example, a shareholder consent is used to elect/remove a member of the board of directors, approve a merger, and implement a Stock Incentive Plan (SIP).
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.
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.
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.
Thus, if shareholders want an item to be voted on at a special meeting or adopted by written consent, shareholders must have the power of initiation with respect to that item. (2) To amend the bylaws.