Virginia Certificate of Unanimous Consent of Directors and Shareholders to Sign and Deliver a Promissory Note
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FAQ
A. Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action, in which case no action by the board of directors shall be required.
Meanings of unanimous and consent If a group of people are unanimous, they all agree about one particular matter or vote the same way, and if a decision or judgment is unanimous, it is formed or supported by everyone in ... See more at unanimous. consent.
Short for Action by Unanimous Written Consent, a UWC is a legal document that memorializes the unanimous consent of the board of directors and/or members of a corporate entity on a specific issue or action.
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.
A written consent is a document governing bodies within companies can adopt resolutions and take action. A resolution is a statement describing action taken by a governing body within a company. Within a corporation, shareholders, boards of directors and committees of directors may take action by adopting a resolution.
Must the Directors' Consent in Lieu of Meeting be unanimous? The answer is yes, as all of the board members have to approve a resolution in person or in writing. As such, this is one of the prerequisites for the document to be valid.
Unanimous consent agreements bring order and structure to floor business and expedite the course of legislation. They can be as simple as a request to dispense with a quorum call or as complicated as a binding contract resulting from prolonged and often spirited debate.
Although Executive Boards can't officially act without voting, they can vote without meeting. As long as every member agrees and the decision is memorialized in writing, a decision by ?unanimous consent? is every bit as legal and binding as one which is voted on during a live meeting.