The Model Nonprofit Corporation Act provides that acts to be taken at a director’s meeting may be taken without a meeting if the action is taken by all the 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 directors entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
North Dakota Unanimous Consent to Action by the Board of Trustees of Corporation, in Lieu of meeting, Ratifying Past actions of Officers
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Resolutions of the board of directors ratifying prior actions of its officers. These resolutions are drafted as Standard Clauses and should be inserted into board meeting minutes or a written resolution containing authorizing resolutions for certain transactions not in a corporation's ordinary course of business.
Unanimous consent board resolution is a form of voting used by boards to take decisions on certain matters. It involves all directors voting the same way to pass the resolution and can occur during the board meeting, but can also happen between meetings.
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.
Unanimous Written Consent means a written consent executed by at least one representative of each Member.
An Action by Unanimous Written Consent, also known as an Action Without Meeting (or simply, a unanimous written consent), is a document through which the Board of Directors of an organization decides to pass a specific corporate resolution (or resolutions) without having a face-to-face meeting.
When a group or a decision is unanimous, it means that everyone is in total agreement.
Ratification as it relates to director's duties, is the acceptance of an action taken or decision made after the fact. The implication is that a director who could be penalised is not held to account because their action / decision has been effectively adopted and forgiven.
Related Definitions 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.
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.