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.
Wyoming Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers In the state of Wyoming, corporations have the option to utilize a Unanimous Consent to Action by the Shareholders and Board of Directors, in lieu of convening a physical meeting, to ratify and approve past actions undertaken by the directors and officers. This process allows corporations to save time and resources by eliminating the need for an actual meeting while ensuring that all necessary actions are duly acknowledged and authorized. The Unanimous Consent to Action is a formal document that requires unanimous approval from both the shareholders and the board of directors. It serves as a legally binding record, similar to what would have been achieved through a traditional meeting. By employing the Unanimous Consent to Action, corporations can ratify a wide range of past actions, such as decisions made by directors and officers, contracts entered into, financial transactions conducted, and other significant company matters. This helps to ensure that all actions comply with corporate bylaws, Wyoming state laws, and meet the fiduciary responsibilities of the directors and officers. It is important to note that there are various types of Unanimous Consent to Action, each tailored to specific circumstances. Some examples include: 1. Ratification of Board Actions: This type of unanimous consent is used to ratify actions taken by the board of directors without holding a formal meeting. The shareholders and directors agree to approve and validate these actions, reaffirming their legality and compliance with the corporation's bylaws. 2. Ratification of Officer Actions: In this case, the unanimous consent is employed to validate actions taken by corporate officers on behalf of the corporation. These actions may include the signing of contracts, entering into partnerships, acquiring assets, or making significant financial decisions. The unanimous consent ensures that the officers' actions are confirmed and authorized by both shareholders and directors. 3. Ratification of Shareholder Actions: This form of unanimous consent is utilized to validate actions taken directly by the shareholders of the corporation. This could involve decisions made during shareholder voting, approving amendments to corporate bylaws, or authorizing fundamental changes, such as mergers or conversions of the company. Regardless of the specific type of unanimous consent used, all parties involved must carefully draft the document, ensuring that it accurately reflects the actions being ratified and is signed by all shareholders and directors. This written documentation is vital to maintaining an accurate record of the corporation's activities and establishing legal compliance. Overall, the Unanimous Consent to Action by the Shareholders and Board of Directors of a corporation is a flexible and efficient method to ratify past actions without the need for a physical meeting. By utilizing this process, corporations in Wyoming can ensure that their business decisions receive proper authorization and are in line with corporate governance requirements.
