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Minutes of Unanimous Consent Actions by Directors and Shareholders in lieu of Special Meeting

State:
Multi-State
Control #:
US-00475
Format:
Word; 
Rich Text
Instant download

Description

This Corporation - Consent By Directors and Shareholders Minutes describe certain joint actions taken by the Shareholders and the Board of Directors of the business corporation, in lieu of a special meeting and pursuant to applicable statutes.

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FAQ

Actions Requiring Board and Stockholder Approval Enter into fundamental corporate transactions (sale of company, merger, sale of substantially all assets of corporation, etc.) Appoint officers. Issue securities that will affect the capitalization of the corporation (issuing shares, issuing stock options, etc.)

All shareholders have the right to receive notice of general meetings and attend them. This includes both Annual General Meetings and Extraordinary General Meetings, but does not extend to meetings of the company directors. Shareholders will usually have the right to vote at the General Meeting.

A Shareholders' Consent to Action Without Meeting, or a consent resolution, is a written statement that describes and validates a course of action taken by the shareholders of a particular corporation without a meeting having to take place between directors and/or shareholders.

The Unanimous in Unanimous Written Consent reflects the fact that board of director consents typically must be approved by all board members. See, e.g., California Corporations Code Section 307(b) and Delaware General Corporation Law Section 141(f).

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Minutes of Unanimous Consent Actions by Directors and Shareholders in lieu of Special Meeting