Delaware Action by Unanimous Consent of Shareholders in Lieu of Meeting - Amending Bylaws

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Description

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 the shareholders. The Revised Model Business Corporation Act provides that acts to be taken at a shareholders' meeting or a director's meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

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FAQ

The amended Section 152 clarifies that any minimum consideration for issued shares must meet the minimum required (if any) under Section 153 of the DGCL.

(a) The corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the ...

Stockholder Lists (DGCL Section 219) ? Amended to eliminate the requirement that, during a stockholder meeting, a company make its stockholder list available to its stockholders.

A unanimous written consent of the board of directors for a Delaware corporation to be used when the board of directors takes action without a formal board meeting. This Standard Document has integrated notes with important explanations and drafting tips.

As amended, Section 228(e) now provides that the persons entitled to receive notice of action by written consent are persons who (i) were stockholders as of the record date for the action by written consent, (ii) would have been entitled to notice of the meeting if the action had been taken at a meeting and the record ...

Section 262 of the DGCL has been amended to (i) expand the transactions pursuant to which statutory appraisal rights are available in order to include transfers, domestications, and continuances and (ii) require that withdrawal of a demand for appraisal rights be made within 60 days following the effective date of the ...

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Delaware Action by Unanimous Consent of Shareholders in Lieu of Meeting - Amending Bylaws