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All eligible directors must either sign copies of the written resolution, or otherwise agree to it in writing. A sole director will usually make decisions by written resolution.
Organizational meetings have several functions. They give members a chance to discuss and evaluate goals and objectives and keep you updated on current events. They provide a chance to communicate and keep the group cohesive. But, most of all, meetings allow groups to pull resources together for decision making.
Unanimous resolution means a resolution which is unanimously passed at a duly convened general meeting of a body corporate at which all persons entitled to exercise the powers of voting conferred by or under this Act are present personally or by proxy or vote in writing at the time of the motion.
A true copy of any board resolution or the extract of the minutes is generally considered acceptable, if it is signed either by the Managing Director or by any two Directors jointly or by the Company Secretary of the company.
Corporate minutes are an official and legal record of the major discussions, activities, and decisions made by a company during meetings.
§ 14-2-206). If the bylaws conflict with the articles of incorporation, the articles of incorporation govern because the bylaws are secondary to the articles of incorporation. Bylaws are not required to be filed with the state.
A shareholder right to act by written consent is one method to equalize our limited provisions for shareholders to call a special meeting. Delaware law allows 10% of shareholders to call a special meeting.
Since written consents must be unanimous, they are also good evidence to third parties doing due diligence that a company's Board solidly supported a particular action.
In an organizational consent the board of directors typically elects officers, authorizes the issuance of stock to founders, establishes a bank account, and authorizes the payment of incorporation expenses.
The question presumes that bylaws must be signed. Although the California General Corporation Law requires that the original or a copy of the bylaws be available to shareholders (Section 213), it does not require that corporate bylaws be signed.