Maine Action by Unanimous Consent of Shareholders in Lieu of Meeting - Amending Bylaws
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FAQ
Special meetings of the shareholders may be called for any purpose or purposes, at any time, by the Chief Executive Officer; by the Chief Financial Officer; by the Board or any two or more members thereof; or by one or more shareholders holding not less than 10% of the voting power of all shares of the corporation ...
Passing a special resolution without holding a meeting The resolution is considered as 'passed' when the last member signs (i.e. 100% of voting members agree to pass the resolution.)
A Directors' Consent in Lieu of Meeting is a written consent for a corporation's specific action without having to arrange a board meeting. If they have previously agreed on passing a particular resolution, then using a written consent is a simple shortcut serving this purpose.
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 directors and/or shareholders.
What is Consent of Directors in Lieu of Meeting? Any action taken by the Board at its scheduled meetings may be taken without a meeting, if all Board members sign a written consent to such action.
A corporate resolution by which an action may be approved without a physical meeting of the directors/shareholders. The resolution is typically signed by each signer and then sent to the others for signature.
A resolution in lieu of a meeting is a written resolution (signed by all shareholders who are entitled to vote at the meeting) that deals with all matters that need to be addressed at a shareholders' meeting.
Resolution in lieu of meeting . A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors.
