Both the Model Business Corporation Act and the Revised Model Business Corporation Act provide that any action required or permitted by these Acts to be taken at a meeting of the shareholders or a meeting of the directors of a corporation 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 should be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by all the shareholders and/or directors entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
The Oklahoma Resolutions of Shareholders and Directors Approving Liquidating Trust Agreement are legal documents that outline the processes and approvals required for the establishment of a liquidating trust in the state of Oklahoma. This agreement is typically entered into when a company or corporation decides to wind down its operations and distribute its assets to its shareholders. The resolutions that need to be passed by the shareholders and directors in Oklahoma include: 1. Shareholders' Approval Resolution: This resolution signifies the majority consent of the shareholders to proceed with the liquidation process and establish a liquidating trust agreement. The shareholders review and vote on the proposed terms, provisions, and objectives of the liquidating trust. 2. Directors' Approval Resolution: The directors of the company hold a meeting and pass a resolution approving the liquidating trust agreement. This resolution confirms that the directors have thoroughly evaluated the proposed liquidation plan and have found it to be in the best interest of the company and its shareholders. 3. Voting on Liquidating Trustee: The shareholders and directors may also pass a resolution approving the appointment of a liquidating trustee. The liquidating trustee is responsible for managing the assets, liabilities, and distribution process of the company during the liquidation period. 4. Dissolution Resolution: In some cases, the shareholders and directors may pass a dissolution resolution alongside the approval of the liquidating trust agreement. This resolution confirms the decision to dissolve the company and cease all business operations. By following these specific resolutions, the company ensures that all necessary parties are involved and have given their consent to proceed with the liquidation and establishment of a liquidating trust agreement. It also helps to protect the interests of the shareholders and provides a legal framework for the distribution of assets and settlement of liabilities.
