King Washington Unanimous Written Consent of Directors of Corporation in Lieu of Organizational Meeting
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FAQ
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.
Related Definitions Unanimous Written Consent means a written consent executed by at least one representative of each Member.
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 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.
At this time of formation, the sole incorporator is the only person with authority to act on behalf of the corporation, so this consent provides the directors with the authority they need to take corporate action.
Since written consents must be unanimous, they are also good evidence to third parties doing due diligence that a company's Board solidly supported a particular action.
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.
It's not appropriate to use unanimous board meeting consent for just any matter that needs board approval. If the matter has an obvious consensus and everyone agrees, the board chair doesn't need to verify a quorum and the board doesn't have to meet in person.
Organizational meetings are held to appoint officers, elect or appoint directors, issue shares in the corporation, approve bylaws, setup minute books, appoint or waive the appointment of auditors, set up bank accounts, etc.