Both the Model Business Corporation Act and the Revised Model Business Corporation Act provide 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 or directors 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 or directors entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction.
Massachusetts Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers In Massachusetts, corporations have the option to adopt unanimous consent to action provisions, allowing shareholders and the board of directors to ratify past actions without convening a formal meeting. This mechanism streamlines the decision-making process and provides flexibility, particularly in situations where convening a physical meeting would be impractical or time-consuming. The Massachusetts Business Corporation Act (MBC) governs the procedures and requirements for unanimous consent to action. Under this provision, both shareholders and directors can approve and ratify actions taken in the past without the need for a physical meeting. Unanimous consent to action is particularly useful when there is a need to expedite decision-making or when the corporation has many shareholders or directors spread across different locations. To utilize unanimous consent to action in Massachusetts, certain conditions must be met. The consent can only be effective if all shareholders or directors entitled to vote on the proposed action sign a written consent or consents, indicating their approval. The MBC emphasizes the importance of the consent being unanimous, ensuring that all interested parties have agreed to ratify the specific action discussed. The Massachusetts Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation provision may vary depending on specific circumstances. There are potential variations to consider: 1. Unanimous Consent to Ratify Past Directors' Actions: This variant of unanimous consent allows shareholders and directors to ratify past actions taken solely by the directors, ensuring their legitimacy and approval by all interested parties. It provides an opportunity for retrospective validation and brings certainty to prior decisions made on behalf of the corporation. 2. Unanimous Consent to Ratify Past Officers' Actions: Similarly, this type of unanimous consent is focused on ratifying past actions exclusively carried out by officers of the corporation. Shareholders and directors have the ability to collectively approve these actions, ensuring compliance and alignment with corporate goals. 3. Unanimous Consent to Ratify Past Directors' and Officers' Actions: In some cases, unanimous consent may be sought to ratify actions taken by both directors and officers in the past. This type of consent ensures holistic validation of all previous activities, promoting transparency, and accountability within the corporation. Utilizing unanimous consent to action in Massachusetts allows corporations to save valuable time and resources while ensuring all relevant parties have a say in past actions. The provision also contributes to a more efficient decision-making process, enabling shareholders and directors to validate prior decisions without the need for arduous physical gatherings.
