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.
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.
Must include the specific date and time when the board met to pass the resolution. Must authorize a specific person or persons by name and title. Must include the types of contracts and agreements the specific individual or individuals can execute on behalf of the corporation.
What is "Consent to Action Without Meeting"? Consent to Action Without Meeting is a written document describing an action that has been authorized by the board of directors of a corporation.
Steps to Write a Corporate Resolution Write the Company's Name. Indicate Further Legal Identification. Include Location, Date, and Time. List the Board Resolutions. Sign the Document and Write the Document.
Fortunately, most state laws and corporate bylaws allow the board to act through a teleconference or through a unanimous written board action in lieu of meeting in person.
Resolutions can be passed by directors without holding a directors' meeting. These are called circulating resolutions. Check the rule book to see how this can be done. All directors entitled to vote on the resolution must sign a statement that says they are in favour of the resolution set out in the document.
Guidelines for Valid Corporate Resolutions. The certification must bear an original signature by an officer of the corporation, (preferably the secretary), and this signature must be someone other than the person who signed the RFP, RFQ, RFI, etc.
The consent form should describe if/when identifiable data will be destroyed and how such data will be protected and how it will be used or shared. Language - Consent forms should be written in the 2nd person (i.e., "you are") and in a language that is clear, concise, and understandable to the subject population.