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.
Maryland 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 the state of Maryland, corporations have the option to use a powerful tool known as "Unanimous Consent to Action" to ratify past actions undertaken by directors and officers of the company. This allows corporations to bypass formal meetings and obtain unanimous approval from both shareholders and directors for previously taken actions. Unanimous Consent to Action serves as a legally binding instrument that streamlines the decision-making process, eliminating the need for cumbersome meetings while ensuring accountability and adherence to corporate governance standards. This mechanism enables shareholders and directors to ratify significant decisions that were made without prior formal approval. By utilizing Unanimous Consent to Action, Maryland corporations can save time, effort, and resources that would have been spent on organizing meetings. This method also promotes efficiency and expedites the decision-making process, allowing corporations to swiftly address critical matters. Examples of past actions that may be ratified using Unanimous Consent include: 1. Approval of major corporate contracts or agreements: Shareholders and directors can ratify significant agreements entered into by the corporation. This could encompass partnerships, vendor contracts, leases, or other important contractual commitments. 2. Election or appointment of directors and officers: If there was a case where directors or officers were not formally appointed or elected through a traditional meeting, Unanimous Consent can be used to rectify the situation and confirm those appointments or elections. 3. Amendments to articles of incorporation or bylaws: Unanimous Consent allows shareholders and directors to validate any amendments made to the articles of incorporation or bylaws without the requirement of a formal meeting. 4. Approval of financial decisions: Corporations can utilize Unanimous Consent to validate significant financial decisions made by directors and officers, such as acquisition or divestiture of assets, investment strategies, or fundraising decisions. 5. Approval of special or emergency actions: In times of urgent situations or emergencies, directors and officers often need to take rapid action to protect the interests of the corporation. Unanimous Consent ensures that such actions can be subsequently ratified by shareholders and directors. Maryland's corporations should note that while Unanimous Consent to Action offers flexibility and convenience, it should be used judiciously to maintain corporate integrity and compliance. Engaging legal counsel to ensure adherence to relevant laws and regulations is vital to prevent any adverse consequences. In conclusion, Unanimous Consent to Action by the shareholders and board of directors of a Maryland corporation provides an efficient and lawful means to ratify past actions that were taken without prior formal approval. By embracing this mechanism, corporations can save time, simplify decision-making, and maintain the highest standards of corporate governance.
