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.
New Jersey Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers In New Jersey, corporations have the option to utilize a Unanimous Consent to Action by the Shareholders and Board of Directors instead of convening a formal meeting. This efficient and time-saving procedure allows the corporation to ratify the past actions of both directors and officers without the need for a physical gathering. This article will provide a comprehensive overview of how this process works, its benefits, and any variations that exist. The Unanimous Consent to Action serves as a valuable tool for corporations operating in New Jersey, allowing them to eliminate the need for multiple meetings and streamline decision-making processes. This method offers convenience, particularly when physical meetings might pose challenges due to time constraints or geographical distances. To execute a Unanimous Consent to Action, both the shareholders and board of directors must unanimously agree on a specific action or resolution. This agreement can be done in writing or through electronic means, as long as it clearly indicates the unanimous consent of all parties involved. The consent must provide a detailed description of the action being ratified and include the resolutions or minutes of meetings that occurred in the past. By ratifying past actions, the corporation ensures that all decisions made by directors and officers are legally binding and in accordance with corporate guidelines. It is important to note that while the Unanimous Consent to Action allows for the ratification of past actions, it does not substitute for the need to hold meetings in the future. This procedure is specifically designed to address previous decisions, clarifying and validating them, but it should not replace regular shareholder or board meetings required for ongoing business matters. While the process of Unanimous Consent to Action is generally consistent across New Jersey corporations, there may be variations in specific cases. For example, corporations with multiple classes of shareholders might need to secure the consent of each class separately. Additionally, if a corporation has a specific provision in its bylaws that limits or restricts the use of unanimous consent, those provisions should be duly followed. To ensure compliance with New Jersey state laws and regulations, it is advisable to consult an attorney or legal expert specializing in corporate matters. They can assist corporations in drafting the consent documents accurately, addressing any unique circumstances or variations that may apply to their specific situation. In summary, the Unanimous Consent to Action by the Shareholders and Board of Directors of a New Jersey corporation offers a convenient and efficient way to ratify past actions without the need for physical meetings. It is crucial for corporations to understand the guidelines and requirements of this process to ensure legality and compliance. Seeking expert advice and assistance is highly recommended navigating the complexities associated with this procedure and maintain the integrity of corporate decision-making.
