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 York 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 the state of New York, corporations are granted the option to use a Unanimous Consent to Action in order to ratify past actions of both directors and officers, without the need for a physical meeting. This process allows corporations to save time and resources while ensuring the legality and validity of previously taken actions. Various types of Unanimous Consent to Action can be executed depending on the specific circumstances, namely: 1. Ratification of Directors' Actions: One type of Unanimous Consent to Action allows shareholders and board members to collectively ratify the actions and decisions taken by the directors in the past. This includes decisions related to corporate governance, financial transactions, strategic partnerships, legal matters, and any other actions within the directors' authority. 2. Ratification of Officers' Actions: Another type of Unanimous Consent to Action focuses on ratifying the actions and decisions made by officers of the corporation. Officers, such as the CEO, CFO, or COO, play a crucial role in managing the day-to-day operations of the company. Ratifying their past actions via unanimous consent ensures that any decisions made in the absence of a formal meeting are validated and binding. The process of utilizing Unanimous Consent to Action involves several key steps. First, the shareholders and board members are provided with a written consent document outlining the past actions to be ratified. The document includes a detailed description of the actions taken, along with the date and circumstances under which they were carried out. Each shareholder and board member then signs the document, indicating their agreement and consent to the ratified actions. It is crucial for all the shareholders and board members to unanimously agree to the consent, as any dissenting opinions may prevent the unanimous consent from being achieved. Once the consent document is signed by all parties involved, it becomes an official record of the corporation, demonstrating the collective approval and authorization of the past actions. This document can be beneficial in proving compliance with legal requirements, protecting the corporation's interests, and fortifying its credibility. In summary, the New York Unanimous Consent to Action by Shareholders and Board of Directors of Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers provides a streamlined process for ratifying previously taken actions. It ensures the legality and validity of directors' and officers' decisions without the need for physical meetings. By leveraging this option, corporations can efficiently validate past actions while saving time and resources, ultimately driving their growth and success.
