Texas 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.

Texas Action by Unanimous Consent of Shareholders in Lieu of Meeting — Amending Bylaws allows for the modification or change of a company's bylaws without the need for a formal shareholder meeting. This procedure enables shareholders to achieve necessary changes quickly and efficiently. In Texas, the Texas Business Organizations Code (TBC) offers provisions for the consent of all shareholders to be obtained in writing or electronically, thus eliminating the requirement of convening a physical meeting. This process is known as "Action by Unanimous Consent of Shareholders in Lieu of Meeting." By utilizing this method, companies can save time, costs, and logistical challenges associated with organizing and conducting a formal meeting. Unanimous consent signifies that all shareholders have acknowledged and accepted the proposed changes to the company's bylaws. The process begins with the preparation of a written consent document that outlines the proposed amendments to the bylaws. The consent document must be distributed to all shareholders, and each shareholder has an opportunity to review and consider the proposed changes. Shareholders may provide their consent either by signing a physical copy of the document or by utilizing electronic means such as email or electronic signatures. Once all shareholders have provided their consent, the actions specified in the consent document become effective, and the bylaws are officially modified accordingly. It is crucial to ensure that the document is clear, comprehensive, and legally compliant to prevent any confusion or disputes. This method of amending bylaws is particularly useful in situations where timing is critical or when convening a physical meeting may pose difficulties due to the geographic dispersion of shareholders or other logistical constraints. It's important to note that Texas law differentiates between the unanimous consent of shareholders and the consent of shareholders representing fewer than all shares entitled to vote. Unanimous consent signifies the agreement and acceptance of all shareholders, while the consent of shareholders representing fewer than all shares may require additional procedures, such as notice requirements and timelines. In summary, Texas Action by Unanimous Consent of Shareholders in Lieu of Meeting — Amending Bylaws allows companies to make necessary changes to their bylaws efficiently and without the need for a formal shareholder meeting. This method saves time, costs, and logistical challenges while ensuring all shareholders have the opportunity to review and provide their consent to the proposed amendments. It is a valuable tool for companies seeking to streamline the process of modifying their bylaws while maintaining compliance with the Texas Business Organizations Code.