Virginia Unanimous Consent of Shareholders in Place of Annual Meeting
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FAQ
Any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting if a written consent setting forth the action so taken is signed by all shareholders entitled to vote with respect to the subject matter thereof.
Shareholder meetings are a regulatory requirement which means most public and private companies must hold them. Notification of the meeting's date and time is often accompanied by the meeting's agenda. Meetings are generally administrative sessions that follow a specific format set forth well in advance.
One of your key rights as a shareholder is the right to vote your shares in corporate elections. Shareholder voting rights give you the power to elect directors at annual or special meetings and make your views known to company management and directors on significant issues that may affect the value of your shares.
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.
What happens if the corporation does not hold an annual shareholder meeting or written consent action? If a corporation fails to hold an annual meeting, one consequence is that the shareholders may seek a court order to hold a meeting and elect directors.
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.
When a group or a decision is unanimous, it means that everyone is in total agreement.
Unanimous Written Consent means a written consent executed by at least one representative of each Member.
All eligible directors must either sign copies of the written resolution, or otherwise agree to it in writing. A sole director will usually make decisions by written resolution.
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.