Both the Model Business Corporation Act and the Revised Model Business Corporation Act provide that acts to be taken at a shareholders' meeting or a director's meeting may be taken
without a meeting if the action is taken by all the shareholders or 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 shareholders or directors entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction.
Description: Wisconsin Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers is a legal procedure that allows the unanimous consent of the shareholders and board of directors to take action without holding an official meeting. This consent serves to validate and ratify past actions undertaken by the directors and officers of a corporation. Under Wisconsin corporate law, corporations have the option to bypass the need for a formal meeting to approve certain actions or decisions. Instead, the shareholders and board of directors can unanimously agree to ratify past actions, effectively providing the same legal weight and validity as if the actions had been taken in a meeting. This process of unanimous consent is usually employed when there is a pressing need for a timely decision, making it impractical or unfeasible to gather all shareholders and board members for a physical meeting. It streamlines decision-making and helps corporations maintain efficiency in key matters. Some common situations that may require unanimous consent include: 1. Ratification of Financial Transactions: This type of unanimous consent is used to validate financial transactions carried out by the directors and officers of a corporation without prior shareholder or board approval. Examples may include fundraising activities, loans, mergers or acquisitions, leasing agreements, or significant contracts. 2. Ratification of Board Decisions: It is not uncommon for board members to make important decisions without holding a formal meeting. Unanimous consent can be used to ratify these decisions and ensure they are legally recognized. Such decisions may involve hiring or firing executives or key personnel, initiating legal actions, approving business strategies, or changing company policies. 3. Ratification of Shareholder Actions: Unanimous consent can also be utilized to validate and ratify any action taken by the shareholders of a corporation outside a formal meeting. This includes voting on important matters such as amendments to the articles of incorporation, reorganizations, changes in stock ownership, or electing or removing directors. It is crucial to note that unanimous consent should be obtained from all shareholders and board members entitled to vote in order for the action to be valid. All relevant details and documentation supporting the past actions being ratified should be included within the unanimous consent agreement. Corporations considering the use of Wisconsin Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers should consult with legal professionals well-versed in Wisconsin corporate law to ensure compliance and receive proper guidance tailored to their specific needs.
