Consent to Action by the Incorporators of Corporation in Lieu of the Organizational Meeting

State:
Multi-State
Control #:
US-0213BG
Format:
Word; 
Rich Text
83 downloads

Understanding this form

This form is a Consent to Action by the Incorporators of a Corporation in Lieu of the Organizational Meeting. It allows the incorporators to formally agree on resolutions without the need for an actual meeting. This legal document is essential for nonprofit corporations to streamline the incorporation process, ensuring compliance with local laws while expediting decision-making among the founders.

What’s included in this form

  • Identification of the nonprofit corporation, including its name and state of formation.
  • A resolution to elect directors to the corporation, specifying their names.
  • Consent clause permitting the waiving of an organizational meeting.
  • Signature lines for each incorporator, along with their printed names.
  • Date of when the resolutions are adopted and effective.

Common use cases

This form is used when the incorporators of a nonprofit corporation choose to act without convening an initial meeting. It is particularly useful when time constraints or logistical challenges prevent an in-person meeting. Organizations may utilize this form to quickly establish their board of directors and adopt initial resolutions necessary for beginning operations.

Who needs this form

This form is intended for:

  • Individuals acting as incorporators of a new nonprofit corporation.
  • Businesses or organizations seeking to simplify their organizational process without scheduling a formal meeting.
  • Legal representatives of nonprofit entities requiring a formal consent to action documentation.

How to prepare this document

  • Enter the name of the nonprofit corporation at the designated field.
  • Specify the state in which the corporation is formed.
  • List the names of individuals being elected as directors.
  • All incorporators must review the consent clause and agree to it.
  • Obtain signatures from all incorporators along with their printed names.
  • Indicate the effective date of the resolution adoption.

Does this document require notarization?

Notarization is generally not required for this form. However, certain states or situations might demand it. You can complete notarization online through US Legal Forms, powered by Notarize, using a verified video call available anytime.

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Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.

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Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.

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If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.

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We protect your documents and personal data by following strict security and privacy standards.

Mistakes to watch out for

  • Failing to include all required signatures from incorporators.
  • Not specifying the correct state or name of the nonprofit corporation.
  • Leaving the date of resolution adoption blank.

Why use this form online

  • Convenience of accessing and completing the form from anywhere at any time.
  • Editability allowing users to revise the form as needed before finalizing.
  • Reliability as the forms are drafted by licensed attorneys to ensure legal compliance.

What to keep in mind

  • The consent form simplifies the process of appointing directors for a nonprofit without an organizational meeting.
  • It requires careful completion, including names, signatures, and dates.
  • Users should be aware of state-specific laws governing nonprofit incorporations.

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FAQ

A written legal document, issued by the board of directors of a corporation, documenting a binding decision made on behalf of the corporation. The corporate resolution will be adopted at a board meeting, and can be found in the minutes of the meeting detailing the decisions made by the board.

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.

Difference between Bylaws, Resolutions and Policies The formalities of passing of a resolution are less restrictive than those for the passing of a bylaw. Resolutions typically deal with matters of an administrative or routine nature (e.g., appointing an auditor or awarding a contract).

Shareholder action by written consent refers to corporate shareholders' right to act by written consent instead of a meeting.In general, written shareholder consents require the same number of approval votes as would be required if the shareholder meeting actually occurred.

A resolution in writing, signed by all the directors qualified to vote at meetings of the board of directors, shall be valid and have the same effect as if it had been adopted at a duly called and held meeting of the board of directors.

Basic Corporate Information. The bylaws should include your corporation's formal name and the address of its main place of business. Board of Directors. Officers. Shareholders. Committees. Meetings. Conflicts of Interest. Amendment.

Ordinary resolutions Passed by a simple majority (above 50%) of shareholders' votes. Special resolutions Passed by a 75% majority of shareholders' votes at a general meeting. Written resolutions Used when a general meeting is not required to pass an ordinary resolution or special resolution.

Basic Corporate Information. The bylaws should include your corporation's formal name and the address of its main place of business. Board of Directors. Officers. Shareholders. Committees. Meetings. Conflicts of Interest. Amendment.

In an organizational consent the board of directors typically elects officers, authorizes the issuance of stock to founders, establishes a bank account, and authorizes the payment of incorporation expenses.

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Consent to Action by the Incorporators of Corporation in Lieu of the Organizational Meeting