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

• Category: Consents and Permissions - Shareholders
• State: Multi-State
• Control #: US-1061BG
• Format: Word; Rich Text

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.

Maryland Action by Unanimous Consent of Shareholders in Lieu of Meeting — Amending Bylaws allows the shareholders of a Maryland corporation to amend the company's bylaws without holding a formal meeting. This process provides convenience and efficiency as it eliminates the need for shareholders to gather physically or virtually. To initiate this action, every shareholder of the corporation must agree and provide their written consent to the proposed amendment. However, it's important to note that this method can only be used if all shareholders provide their unanimous consent. If any shareholder dissents or does not provide consent, the amendment cannot be made using this process. The purpose of the Maryland Action by Unanimous Consent of Shareholders in Lieu of Meeting — Amending Bylaws is to streamline the decision-making process and avoid the time-consuming nature of conducting a formal meeting. This allows corporations to promptly address necessary amendments to their bylaws, ensuring that the company stays up-to-date and adaptable to changing circumstances. Common scenarios where this process may be employed include: 1. Bylaws amendment: Shareholders may wish to modify certain provisions of the bylaws, such as changes to voting rights, board composition, or meeting requirements. By obtaining unanimous consent, the corporation can expedite these updates without convening a meeting. 2. Administrative updates: Non-substantive changes to the bylaws, such as correction of typographical errors or formatting improvements, can also be expedited via unanimous consent. These updates primarily aim to improve the clarity and accuracy of the governing documents. 3. Critical and time-sensitive decisions: In urgent situations where prompt action is required, shareholders may choose to bypass a meeting by obtaining unanimous consent. This allows for quick decision-making on crucial matters that cannot wait for a scheduled gathering. By utilizing the Maryland Action by Unanimous Consent of Shareholders in Lieu of Meeting — Amending Bylaws, Maryland corporations ensure that they can efficiently modify their bylaws without the hassle of organizing a formal meeting. This method enhances corporate governance and agility, allowing companies to adapt to the ever-evolving business environment effectively.