The Model Nonprofit Corporation Act provides that acts to be taken at a director’s meeting may be taken without a meeting if the action is taken by all the 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 directors entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
Unanimous Consent to Action by the Board of Trustees of Corporation, in Lieu of meeting, Ratifying Past actions of Officers
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US-04542BG
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Description
Definition and meaning
The Unanimous Consent to Action by the Board of Trustees of Corporation, in Lieu of Meeting, Ratifying Past Actions of Officers is a legal document utilized by corporations to formalize decisions made by the board of trustees without convening a physical meeting. This consent allows members to agree on resolutions and actions retroactively, affirming the legitimacy of past decisions taken by corporate officers.
Who should use this form
This form is designed for corporations that require a quick and efficient method to ratify decisions made by their officers without the necessity of a formal meeting. It is particularly useful for small corporations and tightly held businesses where trustees may agree on decisions that need immediate approval. Anyone acting as a trustee or board member should consider using this form if they need to document past actions formally.
Benefits of using this form online
Utilizing this form online provides several advantages:
- Accessibility: Users can download and complete the form from anywhere, at any time.
- Time-saving: Online forms can expedite the approval process since physical meetings are not needed.
- Cost-effective: There are no additional costs associated with convening a formal meeting.
- Professional support: Users can access legal templates drafted by licensed attorneys, ensuring compliance with relevant laws.
Key components of the form
The Unanimous Consent form includes several important sections, such as:
- Resolution Text: Specific resolutions that are being ratified.
- Signatures: Areas for all trustees to sign, demonstrating their consent.
- Date of Consent: The effective date of the resolutions being approved.
- Corporate Information: The name of the corporation and relevant statutes under which the consent is executed.
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FAQ
Passing the resolution at a meeting where a quorum has been met. A quorum is the minimum number of members required for the meeting to be valid. Passing the resolution with necessary written consent. Passing the resolution with unanimous written consent.
This might be a member of the board of directors, the company owner, or someone else with authority, such as a chief executive officer or president. When an individual agrees to or confirms the action being taken by the business, this is referred to as "ratification" in law.
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).
Shareholder action by written consent refers to corporate shareholders' right to act by written consent instead of a meeting. This type of consent avoids some of the negative characteristics of shareholder meetings.Shareholder action by written consent is also known as: Shareholders' Consent to Action Without Meeting.
When a group or a decision is unanimous, it means that everyone is in total agreement.The adjective unanimous comes from the similar Latin word unanimus, which means of one mind. So when people think unanimously, they all have the same idea in their heads. A vote is unanimous when all voters are in agreement.
Unanimous resolution means a resolution which is unanimously passed at a duly convened general meeting of a body corporate at which all persons entitled to exercise the powers of voting conferred by or under this Act are present personally or by proxy or vote in writing at the time of the motion.
When a board resolution is passed by a simple majority, it is called an ordinary resolution. Votes cast in favor are more than the ones against. A resolution with a majority of just over 50% of the quorum is considered passed. For example, 6 'yes' votes out of 10 are considered a majority.
Directors' decisions made by written resolution must be unanimous. This means that all eligible directors, i.e. those entitled to vote, must vote for the same view on a matter.All eligible directors must either sign copies of the written resolution, or otherwise agree to it in writing.