Unanimous Consent, Directors in place of Annual Meeting
Statement of the unanimous and written consent to action in place of the annual meeting of the Directors of ___________________ (Corporation). Dated: ______________.
The undersigned, being all the directors of ____________________ (Name of Corporation), a _________________________ (State incorporated in) corporation (“Corporation”), in place of the annual meeting of the directors, do hereby take the following actions in the name of and on behalf of the Corporation:
____________________________________________________________________________________________________________________________________________
______________________________________________________________________
(or, it can be appended as an Exhibit).
RESOLVED, that the following persons be, and they hereby are, appointed as directors of the Corporation, to hold office (unless sooner removed as provided by law) until the next annual meeting of the directors and until their successors are duly appointed and qualified: ______________________________________________________________
______________________________________________________________________
RESOLVED, that all the acts, actions and things done for, in the name of, and on behalf of the Corporation by its officers and directors since the last annual meeting of the corporation be, and they hereby are, in all respects, approved, ratified and confirmed.
In witness whereof, the undersigned have executed this Consent as of ____________ (Date).
________________ ____________________ ____________________
Each Director
Signs
Unanimous Consent, Directors in place of annual meeting
Review List
This review list is provided to help you complete the Statement of Unanimous Written Consent to Action Taken in Lieu of the Annual Meeting of the Directors of a corporation. This document is intended to memorialize action taken by the directors in place of actually holding a formal meeting.
I. Make sure that the document is signed by all of the directors of the corporation.
2. Keep the Statement of Unanimous Written Consent with all the important corporate papers for your corporation, such as in the corporate minute book. Also, keep a copy of this document with the backup copies of your corporate documents in your file kept at your office or home.
3. Remember that keeping good corporate records, or formalities, in a timely manner will serve you well in most corporate disputes, especially any regarding governance and the personal liabilities of any Directors or Officers. In this litigious world, this is no small matter.
November 26th, 2008 at 10:54 am
Minor day-to-day actions taken by officers and directors don’t usually require a formal minute or resolution; however, major acts should be well documented. The purchase or sale of a major corporate asset (such as real estate or big equipment) can usually be approved by a directors’ resolution. To protect the directors from personal liability, shareholders may also approve a resolution that involves the sale of a majority of the corporation’s assets.
When a major action is documented in minutes or resolutions, it is a historical record of the corporation’s and directors’/shareholders’ business intentions. This can be very important should there be a tax audit or lawsuit.
I have written much more at http://www.incorporation911.com.