Corporate Resolution Without Meeting In Washington

State:
Multi-State
Control #:
US-0031-CR
Format:
Word; 
Rich Text
Instant download

Description

Generic form with which a corporation may record resolutions of the board of directors or shareholders.


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FAQ

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.

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.

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.

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.

07.040 in lieu of holding an annual meeting. (1) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in ance with the bylaws. (2) Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in ance with the bylaws.

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.

(1) The incorporators or board of directors of a corporation must adopt initial bylaws for the corporation.

Unlike corporations, LLCs don't need to file business resolutions with the state. Single-member LLCs (SMLLCs) can also use business resolutions, even though there is no chance of disagreement among the members.

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Corporate Resolution Without Meeting In Washington