Philadelphia Pennsylvania Action by Unanimous Consent of Shareholders in Lieu of Meeting - Amending Bylaws
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FAQ
The purpose of the bylaws is to guide the nonprofit board's actions and decisions. They are helpful in preventing or resolving conflicts and disagreements. They can protect the organization from potential problems by clearly outlining rules around authority levels, rights, and expectations.
Bylaws generally define things like the group's official name, purpose, requirements for membership, officers' titles and responsibilities, how offices are to be assigned, how meetings should be conducted, and how often meetings will be held.
(b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
A Certificate of Organization is not required by law to be prepared by an attorney. However, because of complex legal issues involved when starting any business, including tax considerations, it is advisable to seek legal counsel before filing to assure that all legal consequences receive proper consideration.
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.
Written Consents are internal documents that are often used by directors in a corporation, or members or managers in a limited liability company (LLC), to grant consent to a decision or action, in writing.
Action by Consent- Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action by a writing filed with the records of the meetings of stockholders.
In Pennsylvania, a corporation need not adopt bylaws at its formation, but bylaws are sometimes adopted by the incorporator or board of directors at formation or a later time.
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.
The shareholders agreement is a document that is highly customized to the specific shareholders and their relationship. It should take priority over the bylaws, and if a conflict is identified the bylaws should be amended to address the issue.
