Mississippi 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 Mississippi, an action by unanimous consent of shareholders in lieu of a meeting is a convenient and efficient way for corporations to amend their bylaws. This process allows shareholders to come to an agreement without the need for a formal meeting. By utilizing this method, corporations can save time and resources and streamline the bylaw amendment process. The Mississippi Business Corporation Act empowers corporations, including both profit and non-profit entities, to take certain actions through unanimous consent by the shareholders. This means that all shareholders must agree and give their consent in writing to the proposed bylaw amendment. It is crucial to note that every shareholder, regardless of the percentage of ownership they hold, must participate in the unanimous consent for it to be valid. Amending the bylaws through unanimous consent provides flexibility for corporations as it eliminates the need to gather shareholders physically or virtually for a formal meeting. Instead, the process can be conducted remotely, making it convenient for international shareholders or those unable to attend a meeting physically. Shareholders can review and discuss the proposed changes at their own pace before providing their consent in writing. To initiate the unanimous consent process, the corporation must prepare a written consent form containing the proposed bylaw amendment and provide it to all shareholders. The consent form must include a space for each shareholder to indicate their approval or disapproval of the amendment. Additionally, it is essential to ensure that the consent form complies with the specific requirements outlined in the Mississippi Business Corporation Act. Once all shareholders have signed the unanimous consent form, indicating their approval, the corporation must keep a record of the consent form and the amendment itself. These records should be properly stored and made available for inspection, if necessary. It is crucial to note that while unanimous consent can expedite the bylaw amendment process, it does not replace all formalities. For instance, other important actions such as electing directors or approving major transactions may still require a formal shareholder meeting. Different types of Mississippi Action by Unanimous Consent of Shareholders in Lieu of Meeting — Amending Bylaws may include modifications related to voting processes, shareholder rights, indemnification provisions, board composition, or any other aspect covered by the corporation's bylaws. Each corporation may have specific bylaw provisions that require modification or adjustment over time to adapt to changing circumstances and comply with state regulations. In summary, the Mississippi Action by Unanimous Consent of Shareholders in Lieu of Meeting — Amending Bylaws provides corporations with a streamlined process to modify their bylaws. By eliminating the need for formal meetings, this method allows shareholders to provide their consent remotely and participate more flexibly. As with any bylaw amendment, it is essential to ensure compliance with the Mississippi Business Corporation Act and maintain proper record-keeping of the unanimous consent and the resulting amendment for future reference.