Board Directors Resolution Without Meeting
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FAQ
Written resolutions give the directors greater flexibility in making decisions, as the directors don't have to be present at a board meeting. Directors' decisions made by written resolution must be unanimous. This means that all eligible directors, i.e. those entitled to vote, must vote for the same view on a matter.
Sub-Clauses. Resolution without meeting. (a) A resolution of the Board which is in writing and signed by all of the Directors who are entitled to vote (Circular Resolution) will be as valid and effective as if it had been passed at a meeting of the Board properly convened and held.
A resolution need not be passed only at a meeting. A private company may resolve anything in writing too. (There is one exception: to remove a director or auditor before the end of their term of office). A meeting is not required and no prior notice is necessary.
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.
Taking an action without a meeting is conducting a vote without holding a meeting, such as by return ballot or by petition. If the vote passes, then the action (the subject of the vote) was taken without a meeting. In today's world, taking action without a meeting is an important and often-used tool.
