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.
North Carolina Unanimous Consent to Action by the Shareholders and Board of Directors of a Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers In North Carolina, unanimous consent to action by the shareholders and board of directors of a corporation in lieu of a meeting can play a crucial role in expediting the decision-making process. This practice allows for the ratification of past actions undertaken by directors and officers without needing to convene a physical meeting. By understanding how the process works and its various types, corporations can ensure compliance and streamline their operations effectively. The North Carolina General Statutes provide clear guidelines on the execution of unanimous consent to action. This method allows for consensus among all shareholders and directors through written documentation, thereby eliminating the need for a traditional meeting. It enables swift approval of important decisions, including the ratification of past actions undertaken by the board of directors and officers of the corporation. This consent essentially serves as an agreement, signed by all shareholders and directors entitled to vote, affirming the validity and approval of previously completed actions or transactions. It acts as a retrospective validation, offering legal protection and ensuring that corporate affairs are conducted in accordance with state regulations. While the mechanism of unanimous consent to action is standardized, various types of resolutions falling under its purview can be recognized. These may include but are not limited to: 1. Ratification of Director's Actions: This resolution revolves around the ratification of past actions taken by the board of directors. It provides a collective endorsement of decisions made outside formal meetings, ensuring that the actions align with the best interests of the corporation. 2. Ratification of Officer's Actions: This resolution focuses on validating actions undertaken by officers of the corporation. By obtaining unanimous consent, the corporation affirms the legal sufficiency of decisions made by its officers and holds them accountable for their actions. 3. Ratification of Significant Corporate Transactions: This type of unanimous consent resolution pertains to the ratification of substantial corporate transactions, including mergers, acquisitions, major contracts, or other notable financial activities. It ensures that all shareholders and directors are in agreement and consent to these undertakings. 4. Ratification of Legal or Compliance Actions: In cases where the corporation's legal or compliance actions are being brought under scrutiny, a resolution ratifying these decisions can provide reassurance. This type of unanimous consent helps protect the corporation's interests and ensures compliance with relevant laws and regulations. The North Carolina unanimous consent process is valuable in its flexibility and time saving nature. It allows corporations to efficiently ratify past actions, without the need for complex and time-consuming formal meetings. By utilizing this method appropriately and comprehending the different types of resolutions it encompasses, corporations can maintain compliance while focusing on their mission and objectives.
