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.
Rhode Island Resolutions of Shareholders and Directors Approving Liquidating Trust Agreement refers to the formal resolution adopted by both the shareholders and directors of a company in Rhode Island, approving the establishment of a liquidating trust agreement. This resolution is a crucial step in the process of winding up and terminating the affairs of a company that has decided to dissolve and distribute its assets among its shareholders. Keywords: Rhode Island, resolutions, shareholders, directors, approving, liquidating trust agreement, types. There are different types of Rhode Island Resolutions of Shareholders and Directors Approving Liquidating Trust Agreement, depending on the specific details and circumstances of the liquidation process. Some common types are: 1. General Resolution: This type of resolution is adopted when all the shareholders and directors of the company are in agreement regarding the liquidation and the terms of the liquidating trust agreement. It outlines the unanimous decision of the shareholders and directors to dissolve the company and establish the liquidating trust agreement. 2. Special Resolution: In certain situations, not all shareholders or directors may be in favor of the liquidation process or the proposed terms of the liquidating trust agreement. In such cases, a special resolution is adopted, which requires a specific majority or super majority vote of the shareholders and directors to approve the liquidation and the trust agreement. 3. Conditional Resolution: A conditional resolution may be adopted when the shareholders and directors approve the liquidation but require certain conditions to be fulfilled before implementing the liquidating trust agreement. These conditions can vary and may include securing creditor consent, regulatory approvals, or other specific requirements. 4. Unanimous Written Consent: In some cases, a Rhode Island company may opt for a unanimous written consent instead of a formal resolution. This means that all shareholders and directors provide written agreement and consent to the liquidation and the terms of the liquidating trust agreement. Such consent is equally binding and effective as a formal resolution. It is important to note that the specific requirements and procedures for adopting resolutions may vary depending on the company's bylaws, articles of incorporation, and applicable Rhode Island laws. Seeking legal counsel or referring to relevant statutes is advisable to ensure compliance and accuracy in the resolution process.
