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.
Mississippi Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation allows for the ratification of past actions of directors and officers without holding a physical meeting. This legal provision is designed to streamline decision-making processes within corporations by replacing the need for a formal gathering with a unanimous written agreement among shareholders and the board of directors. In Mississippi, shareholders and directors can make use of the Unanimous Consent to Action to reaffirm and validate any decisions and actions taken by the directors and officers in the past. This process helps to ensure that all activities undertaken on behalf of the corporation are in compliance with applicable laws and regulations. By utilizing this unanimous consent procedure, corporations save significant time and resources that would otherwise be expended in hosting physical meetings. Shareholders and directors can quickly and conveniently ratify actions, such as amendments to the articles of incorporation, adoption of bylaws, appointment of officers, and other relevant matters. There are various types of actions that can be ratified through unanimous consent in Mississippi, some of which include: 1. Ratifying financial decisions: Shareholders and directors can use the unanimous consent to approve financial actions taken by the corporation, such as the issuance of stock, dividend payments, or changing the capital structure. 2. Ratifying governance decisions: This includes the approval of important governance matters, such as the election or removal of directors, changes to the board's composition, or appointment of officers. 3. Ratifying strategic decisions: When the corporation has made significant business decisions, such as entering into contracts, acquiring or disposing of assets, or approving mergers and acquisitions, these actions can be ratified through unanimous consent. 4. Ratifying bylaws and amendments: Any updates or modifications to the corporation's bylaws can be ratified by shareholders and directors through unanimous consent. It is important to note that while the unanimous consent procedure allows for efficient decision-making within a corporation, it should not be abused or used to bypass the necessary involvement of shareholders and directors in critical matters. Unanimous consent is most suitable for routine or non-controversial actions where a physical meeting would be unnecessary and time-consuming. In conclusion, the Mississippi Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers, provides a practical means for corporations to validate previous decisions without the need for a formal meeting. This process saves time, resources, and promotes efficiency in corporate governance.
