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 North Dakota's Unanimous Consent to Action by Shareholders and Board of Directors Introduction: In North Dakota, corporations have the option to utilize a powerful mechanism known as the Unanimous Consent to Action by Shareholders and Board of Directors. This method allows corporations to ratify past actions of directors and officers without having to convene a physical meeting. This article aims to explore this legal provision and shed light on its importance in corporate governance. We will also discuss any specific types or variations of the Unanimous Consent to Action recognized in North Dakota law. Keywords: North Dakota, Unanimous Consent to Action, Shareholders, Board of Directors, Corporation, Ratification, Past Actions, Directors, Officers. 1. Definition of North Dakota Unanimous Consent to Action: The North Dakota Unanimous Consent to Action is a legal provision granting corporations the ability to ratify past actions of directors and officers without requiring a formal meeting of the shareholders or board of directors. This process allows companies to streamline decision-making and ensure efficiency in fulfilling corporate obligations. 2. Importance of Unanimous Consent to Action: The Unanimous Consent to Action is a valuable tool for corporations, providing a time-saving alternative to traditional meetings. It enables prompt ratification of actions taken by directors and officers, eliminating the need for cumbersome gatherings while maintaining the legitimacy of such decisions. 3. Process of Unanimous Consent to Action: To initiate the Unanimous Consent to Action process, shareholders and board members must be provided with all necessary information regarding the actions to be ratified. This includes providing relevant documentation and giving reasonable time for review. Once all parties have thoroughly examined the proposed actions, they proceed to sign the consent document, manifesting their unanimous support and ratification. 4. Variations of North Dakota Unanimous Consent to Action: While not explicitly delineated, variations of Unanimous Consent to Action may exist in North Dakota based on the specific circumstances involved. Some possible variations may include the consent process for extraordinary or special actions, routine operational decisions, amendments to bylaws, appointments of officers, or acquisitions/dispositions of assets. These variations typically depend on the corporation's bylaws and the nature of the actions being ratified. 5. Legal Implications and Compliance: North Dakota corporations must ensure compliance with state laws, particularly the North Dakota Business Corporation Act. Corporations should carefully review their bylaws and consult legal counsel to ensure that the Unanimous Consent to Action satisfies all legal requirements. Compliance is vital to protect the corporation's integrity and the interests of shareholders. 6. Benefits of North Dakota Unanimous Consent to Action: i. Time-saving: By avoiding physical meetings, corporations can expedite important decisions. ii. Increased efficiency: Unanimous Consent to Action streamlines decision-making processes, leading to smoother operations. iii. Flexibility: The provision adapts to various situations, allowing ratification of different types of past actions. iv. Demonstrated unity: Unanimous consent showcases alignment among shareholders and board members. Conclusion: The North Dakota Unanimous Consent to Action by Shareholders and Board of Directors offers a convenient and efficient mechanism for corporations to ratify past actions of directors and officers. This provision streamlines decision-making, saves time, and ensures compliance with corporate governance requirements. Corporations should be well acquainted with their legal obligations and utilize this tool responsibly to maintain organizational integrity and uphold shareholder interests.
