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.
Title: Understanding the Missouri Unanimous Consent to Action by Shareholders and Board of Directors in Corporations: Ratifying Past Actions Introduction: In the state of Missouri, corporations have a mechanism known as "Unanimous Consent to Action" that allows shareholders and board of directors to make decisions and ratify past actions without the need to convene a physical meeting. This article provides a detailed description of the Missouri Unanimous Consent to Action, highlighting its purpose, importance, and application. We will also discuss variations or different types of Unanimous Consent to Action that may exist within the Missouri corporate context. Keywords: Missouri, Unanimous Consent to Action, Shareholders, Board of Directors, Ratifying Past Actions, Corporation. 1. Understanding Unanimous Consent to Action by Shareholders and Board of Directors: The Unanimous Consent to Action is a legal provision that grants authorized members of a corporation such as shareholders and the board of directors the ability to make decisions and validate past actions without holding a physical meeting. Missouri corporations employ this method to streamline decision-making processes and ensure efficient functioning of the company. 2. Purpose and Importance of Unanimous Consent to Action: The purpose of Unanimous Consent to Action is to enable swift decisions and validate past actions, saving time and effort required for conducting physical meetings. By authorizing shareholders and directors to consent electronically or in writing, corporations can ratify actions and make decisions promptly. 3. Application and Scope: Unanimous Consent to Action can be implemented in various scenarios such as: a) Ratifying Past Actions: Shareholders and directors can use Unanimous Consent to Action to ratify any actions taken in the past, ensuring they comply with the corporation's bylaws and legal requirements. b) Amending Corporate Documents: Unanimous Consent to Action can be utilized to amend articles of incorporation, bylaws, or other corporate documents, empowering shareholders and directors to modify existing rules within permissible limits. c) Approving Acquisitions or Mergers: In cases where corporations need to approve significant business transactions like acquisitions or mergers, Unanimous Consent to Action allows shareholders and directors to provide consent without organizing a physical meeting. d) Electing Directors or Officers: Unanimous Consent to Action can be used to elect or appoint new directors or officers as needed, streamlining the process without requiring a meeting. 4. Types or Variations of Unanimous Consent to Action: Although there may not be distinct types of Unanimous Consent to Action specified within Missouri corporate law, the procedure itself can vary based on a corporation's specific bylaws. These variations may include: a) Electronic Consent: Shareholders and boards can provide consent through electronic means such as email, electronic signature, or other secure online methods, as permitted by the corporation's bylaws. b) Written Consent: Consent can be obtained through written communication, printed documents, or signed forms, adhering to the corporation's bylaws and legal requirements. Conclusion: The Missouri Unanimous Consent to Action by Shareholders and Board of Directors provides a flexible and efficient mechanism for corporations to make decisions and validate past actions without the necessity of physical meetings. By adopting Unanimous Consent to Action, corporations can enhance operational efficiency, save time, and adapt to changing circumstances in a timely manner. Understanding and utilizing this provision can help Missouri corporations maintain their competitiveness and operational agility.
