Michigan 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.

In Michigan, the Action by Unanimous Consent of Shareholders in Lieu of Meeting — Amending Bylaws is a legal process that allows shareholders of a corporation to make changes to the company's bylaws without the need for a physical meeting. This method enables shareholders to efficiently and quickly amend existing bylaws, saving time and resources. Michigan's law recognizes the importance of ensuring flexibility and convenience in corporate decision-making processes. The Action by Unanimous Consent of Shareholders in Lieu of Meeting — Amending Bylaws grants shareholders the ability to adopt, modify, or repeal bylaws through written consent, signed by each shareholder entitled to vote on the matter. By utilizing this mechanism, shareholders can effectively update the bylaws in a streamlined manner, avoiding the complexities associated with organizing and conducting a formal meeting. This method is particularly useful when amendments are straightforward and do not require extensive deliberations or discussion. The Michigan law provides guidelines and requirements for this type of consent action. Shareholders must ensure that their written consents clearly state the intended amendments to the bylaws and are signed and dated. It is crucial to adhere to these guidelines to ensure the validity and enforceability of the amended bylaws. It is important to note that Michigan law only allows the Action by Unanimous Consent of Shareholders in Lieu of Meeting for specific matters, namely, the amendment of the bylaws. Other significant corporate decisions, such as electing directors or approving major transactions, generally require a formal meeting. In summary, the Michigan Action by Unanimous Consent of Shareholders in Lieu of Meeting — Amending Bylaws provides a convenient method for shareholders to modify the company's bylaws without the need for a physical meeting. This process saves time and resources, offering flexibility in decision-making. However, it is crucial to understand the specific guidelines and limitations associated with this type of consent action to ensure compliance with Michigan corporate law.