An action taken by shareholders without a shareholders' meeting must be taken by all shareholders and must be evidenced by written consent of all shareholders of the corporation if any of the following applies: 1. The action involves the election of directors or the removal of one or more directors.
Corporations and Associations § 10-1501. Authority to transact business required. A. A foreign corporation shall not transact business in this state until it is granted authority to transact business in this state as provided in this chapter from the commission.
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.
10-3821 - Action without meeting. A. Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by chapters 24 through 40 of this title to be taken at a directors' meeting may be taken without a meeting if the action is taken by all of the directors.
“Written Consent in Lieu of Meeting” is a legal mechanism that allows the board of directors, shareholders, or members of an organization to make a decision or approve a resolution without actually convening a physical or virtual meeting.
Written consent allows directors and executives to push forth an action via writing or electronic transmission for informed decisions.