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The advantage of acting by unanimous consent is that the Board can take care of routine, uncontroversial actions quickly ? such as authorizing a small expenditure or scheduling a community event ? without waiting until the next regular meeting or having to arrange and publicize a special meeting.
For a unanimous written consent to be legal, boards have to follow all the rules and regulations. The company or organization's bylaws should state that the board directors can make approvals this way. Unanimous consents can be approved with a prior effective date as long as the state government allows it.
Another example of this practice in the House of Representatives is when a series of votes has been interrupted by a speaker or other business. The chair will state, "Without objection, five minute voting will continue." If no member objects, the motion is adopted.
Unanimous written consents are a viable solution when board directors need to vote and everyone is in solid agreement, and there's no time for prior notice or planning a special board meeting. This process only works when all board directors give their approval via their signatures or electronic approvals.
Code § 307(b) provides, "An action required or permitted to be taken by the board may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action and if the number of members of the board serving at the time constitutes a quorum.
Although Executive Boards can't officially act without voting, they can vote without meeting. As long as every member agrees and the decision is memorialized in writing, a decision by ?unanimous consent? is every bit as legal and binding as one which is voted on during a live meeting.
Written resolutions give the directors greater flexibility in making decisions, as the directors don't have to be present at a board meeting. Directors' decisions made by written resolution must be unanimous. This means that all eligible directors, i.e. those entitled to vote, must vote for the same view on a matter.
Unanimous consent board resolution is a form of voting used by boards to take decisions on certain matters. It involves all directors voting the same way to pass the resolution and can occur during the board meeting, but can also happen between meetings.