Corporate Resolution Without Meeting In California
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If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.
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FAQ
Corporations Code Section 7211 allows for corporate boards to take board actions “without a meeting, if all directors of the board… individually or collectively consent in writing to that action.” (Corp. Code § 7211(b).)
It is used to expedite the decision-making process by eliminating the need for a vote when it's highly likely that everyone agrees on a particular issue. Unanimous written consent can be helpful when boards need to make a quick decision on routine procedural issues or non-controversial vendor contracts.
A resolution in writing signed by all the Directors entitled to vote on that resolution at a meeting of Directors or committee of Directors is as valid as if it had been passed at a meeting of Directors or committee of Directors.
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.
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.
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.
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.
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.
The written resolution will need to describe the decision that is being proposed and how members need to respond to it. Typically, if members agree with the resolution, they will need to sign and return it.
Board resolutions and board minutes are two integral components of board meetings (i.e., formal meetings of company directors). A board resolution is a legally binding action or decision taken by directors at a board meeting. Whenever this type of meeting is held, 'minutes' must be taken.
