Montana Record of Unanimous Consent of Directors in Place of Annual Meeting
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FAQ
Written resolutions give the directors greater flexibility in making decisions, as the directors don't have to be present at a board meeting. Directors' decisions made by written resolution must be unanimous. This means that all eligible directors, i.e. those entitled to vote, must vote for the same view on a matter.
The advantage of acting by unanimous consent is that the Board can take care of routine, uncontroversial actions quickly such as authorizing a small expenditure or scheduling a community event without waiting until the next regular meeting or having to arrange and publicize a special meeting.
All eligible directors must either sign copies of the written resolution, or otherwise agree to it in writing. A sole director will usually make decisions by written resolution.
A form of unanimous written consent of the board of directors for a Delaware corporation to be used when the board of directors takes action without a formal board meeting. This Standard Document has integrated notes with important explanations and drafting tips.
When a group or a decision is unanimous, it means that everyone is in total agreement.
Shareholder action by written consent refers to corporate shareholders' right to act by written consent instead of a meeting. This type of consent avoids some of the negative characteristics of shareholder meetings.
Unanimous resolution means a resolution which is unanimously passed at a duly convened general meeting of a body corporate at which all persons entitled to exercise the powers of voting conferred by or under this Act are present personally or by proxy or vote in writing at the time of the motion.
Since written consents must be unanimous, they are also good evidence to third parties doing due diligence that a company's Board solidly supported a particular action.
Unanimous Written Consent means a written consent executed by at least one representative of each Member.
