California Certificate of Secretary that all Stockholders have Waived Notice of Meeting

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US-1047BG
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Section 7.06 of the Revised Model Business Corporation Act states: "A shareholder may waive any notice required by this Act, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records."

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FAQ

Any number of offices may be held by the same person unless the articles or bylaws provide otherwise. (b)Except as otherwise provided by the articles or bylaws, officers shall be chosen by the board and serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment.

However, if the corporation is a regulated management company, a meeting of shareholders shall be held as required by the Federal Investment Company Act of 1940 ( 15 U.S.C. Sec. 80a-1, et seq.). Any other proper business may be transacted at the annual meeting.

Any action to be taken by Shareholders may be taken without a meeting if (a) all Shareholders entitled to vote on the matter consent to the action in writing, (b) all Shareholders entitled to notice of the meeting but not entitled to vote at it sign a written waiver of any right to dissent, and (c) the written consents ...

Basic Requirements State law requires all corporations to hold valid corporate meetings and keep corporate minutes of those meetings.

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.

Written Consent for Action without Meeting. Any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent in writing to the action.

(a) Meetings of shareholders may be held at any place within or without this state as may be stated in or fixed in ance with the bylaws. If no other place is stated or so fixed, shareholder meetings shall be held at the principal executive office of the corporation.

(a) Unless otherwise provided in the articles, any action that may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, as specified in Section 195, setting forth the action so taken, shall be provided by the holders of outstanding ...

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California Certificate of Secretary that all Stockholders have Waived Notice of Meeting