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A shareholder consent is the authorization of shareholders to carry out a specific corporate action. For example, a shareholder consent is used to elect/remove a member of the board of directors, approve a merger, and implement a Stock Incentive Plan (SIP).
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.
When all or most shareholders agree, the chairperson or the corporation's secretary create a Shareholders' Consent in Lieu of Meeting and get it signed by the concurring shareholders. This is the fastest way to take action and is frequently used when the management agrees with how to run the company.
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.