Virginia Unanimous Written Consent of Directors of Corporation in Lieu of Organizational Meeting
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FAQ
Unanimous consent board resolution is a form of voting used by boards to take decisions on certain matters. It involves all directors voting the same way to pass the resolution and can occur during the board meeting, but can also happen between meetings.
Unanimous Written Consent means a written consent executed by at least one representative of each Member.
For example, boards have to give unanimous consent when they issue shares of stock. The company's charter or other governing documents usually outline the types of actions that boards have to approve such as the investor rights agreement and operational matters.
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.
An Action by Unanimous Written Consent, also known as an Action Without Meeting (or simply, a unanimous written consent), is a document through which the Board of Directors of an organization decides to pass a specific corporate resolution (or resolutions) without having a face-to-face meeting.
Taking into consideration that written consents are required to be unanimous, third parties can be assured that boards performed their due diligence in documenting that the board solidly supported a specific action.
A consent resolution is a written corporate resolution that has been signed by a director or shareholder. By signing, the director or shareholder consents to the adoption of the resolution as if the resolution had been formally presented or approved by the board or the shareholders.
Unanimous Written Consent means a written consent executed by at least one representative of each Member.
The advantage of acting by unanimous consent is that the Board can take care of routine, uncontroversial actions quickly such as authorizing a small expenditure or scheduling a community event without waiting until the next regular meeting or having to arrange and publicize a special meeting.
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.