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.
Nebraska Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers: Nebraska corporate law allows for a convenient and time-saving legal process known as Unanimous Consent to Action. This process permits corporations to make decisions and ratify past actions without the need for a formal meeting of the shareholders and board of directors. It provides a streamlined alternative, promoting efficiency while ensuring compliance with legal requirements. Under Nebraska law, the Unanimous Consent procedure requires the unanimous agreement of all shareholders and members of the board of directors. By obtaining unanimous consent, corporations can validate decisions made by directors and officers in the past, ensuring their actions align with the company's best interests and comply with legal obligations. The Unanimous Consent to Action by the Shareholders and Board of Directors is a flexible and versatile method that can be used in various situations, depending on the specific needs and circumstances of a corporation. Some common instances where companies may utilize this procedure include: 1. Ratifying Past Actions: Unanimous Consent allows corporations to retroactively approve actions already taken by directors and officers. This can include decisions related to contracts, investments, acquisitions, mergers, or any other significant corporate action. By obtaining unanimous consent, companies validate these past actions, ensuring their legality and effectiveness. 2. Approving Amendments: Corporations may use Unanimous Consent to ratify amendments made to the company's governing documents, such as the articles of incorporation or bylaws. This process ensures that the amendments comply with legal requirements and have unanimous support from the shareholders and board of directors. 3. Addressing Corporate Issues: Unanimous Consent can be employed to resolve various corporate matters that require shareholder and board approval. This may include changes in corporate policies, appointment or removal of officers or directors, resolutions related to financial matters, or any other important decisions. 4. Routine Corporate Matters: Unanimous Consent also serves as a convenient way to expedite routine corporate matters that don't necessarily warrant a formal meeting. Matters such as approving financial reports, resolving minor operational issues, or adopting company policies can be efficiently handled through unanimous consent. Overall, the Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers, provides a valuable legal mechanism for Nebraska corporations to ensure compliance and streamline decision-making processes. It exemplifies the state's commitment to facilitating business operations while protecting the rights and interests of shareholders and directors.
