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Unanimous Consent to Action by the Shareholders and Board of...

Nassau New York Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers

Name: Nassau New York Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers
Brand: US Legal Forms
Rating: 4.76 (269 reviews)

Category:

Corporations - Minutes and Resolutions

State:

Multi-State

County:

Nassau

Control #:

US-01822BG

Format:

Instant download

Description

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

This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction.

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Shareholder action by written consent refers to corporate shareholders' right to act by written consent instead of a meeting. This type of consent avoids some of the negative characteristics of shareholder meetings.

Written Consents are internal documents that are often used by directors in a corporation, or members or managers in a limited liability company (LLC), to grant consent to a decision or action, in writing.

An Action by Unanimous Written Consent, also known as an Action Without Meeting (or simply, a unanimous written consent), is a document through which the Board of Directors of an organization decides to pass a specific corporate resolution (or resolutions) without having a face-to-face meeting.

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.

Action by Consent- Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action by a writing filed with the records of the meetings of stockholders.

Resolutions of the board of directors ratifying prior actions of its officers. These resolutions are drafted as Standard Clauses and should be inserted into board meeting minutes or a written resolution containing authorizing resolutions for certain transactions not in a corporation's ordinary course of business.

Unanimous consent board resolution is a form of voting used by boards to take decisions on certain matters. It involves all directors voting the same way to pass the resolution and can occur during the board meeting, but can also happen between meetings.

A director's breach of duty can be ratified by resolution of the shareholders. Some acts are incapable of ratification, such as where the act is a fraud on the minority shareholders; where the act was dishonest or where the act was inherently unlawful, such as the payment of an unlawful dividend.

Since written consents must be unanimous, they are also good evidence to third parties doing due diligence that a company's Board solidly supported a particular action.

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Nassau New York Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers

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What is shareholder action by written consent?

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Why is unanimous consent needed to take an action without a meeting?

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What is an action by written consent?

What is a ratifying resolution?

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Do written consents need to be unanimous?

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