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.
Oklahoma Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers plays a crucial role in corporate governance. This process allows shareholders and directors to bypass physical meetings and obtain unanimous consent on certain actions taken in the past, ensuring legal compliance and efficient decision-making. Let's delve into the details and examine the different types of this consent in Oklahoma. In Oklahoma, unanimous consent to action by the shareholders and board of directors of a corporation, in lieu of meeting, primarily serves as a mechanism to ratify past actions undertaken by the directors and officers. This procedure enables corporations to rectify any potential irregularities or validate actions taken without prior formal approval. The process involves obtaining the unanimous consent of both the shareholders and board of directors without holding a physical meeting. Instead, all relevant parties sign a written consent form, testifying their agreement regarding the past actions of the corporation's directors and officers. Each signature reflects an acknowledgment and approval of these actions, making it a legally binding document. Some examples of actions that can be ratified through unanimous consent include the appointment of officers, the approval of financial decisions, the acquisition or sale of assets, the amendment of bylaws or articles of incorporation, or any other matter requiring shareholder or board approval. By ratifying these past actions, the corporation ensures that the decisions made are officially recognized and endorsed by all stakeholders. While the overall process remains largely consistent, the specific types of unanimous consent can vary depending on the circumstances. Here are a few common variations: 1. Unanimous Consent by Shareholders: This type of consent exclusively involves shareholders. It allows them to validate past actions that solely impact shareholder interests, such as dividend distributions, the issuance of additional shares, changes in voting rights, or other matters primarily affecting ownership. 2. Unanimous Consent by the Board of Directors: In this case, only the board of directors participates in the unanimous consent process. It allows the board to ratify past actions taken by the directors and officers within the scope of their authority, including major strategic decisions, the selection of executive officers, or approval of corporate policies. 3. Combined Unanimous Consent: This is the most comprehensive form, which involves both shareholders and the board of directors. It encompasses ratification of a wide range of past actions, ensuring unified approval and alignment between shareholders and board members. Regardless of the type, obtaining unanimous consent allows corporations in Oklahoma to rectify any deficiencies, validate past decisions, and maintain organizational legitimacy. It ensures that all stakeholders are in agreement and serves as a safeguard against potential future disputes or legal challenges. In conclusion, Oklahoma Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers enables corporations to validate and ratify previous decisions taken by directors and officers without the need for physical meetings. This procedure ensures legal compliance and solidifies corporate governance. Whether through unanimous consent by shareholders, the board of directors, or a combination of both, this process holds immense importance in maintaining transparency, efficiency, and legitimacy within Oklahoma's corporate landscape.
