Glossary: Consent of the Sole Director in lieu of Annual Meeting or Special Meeting

Consent of the Sole Director in lieu of Annual Meeting or Special Meeting

Consent of the Sole Director in lieu of Meeting or Consent of the Sole Director in lieu of Annual Meeting or Consent of the Sole Director in lieu of Special Meeting - Many small privately held corporations have only one member of the Board of Directors who is also running the company full-time as its President and Secretary. It makes no sense to hold a meeting attended by only one person. What does make sense is for this sole director to consent in writing to adopt a resolution rather than to hold an annual or special meeting of the Board of Directors. If your Board has only one director, then you should prepare a written consent to formally evidence the approval the corporate actions. Therefore, the laws of most states allow resolutions of the Board of Directors to be adopted through the written consent of the sole director instead of an annual or special meeting. A written consent in lieu of a meeting of the sole Director must be signed by the director of your corporation. This written consent must be delivered to the corporate Secretary who will include it in the corporate minute book.

Disclaimer: The foregoing is intended to provide general information and may not be suitable in specific instances. The glossary information is not intended to be exhaustive, but rather to illustrate typical considerations. The material is provided with the understanding that it is not legal, accounting, tax or any other professional advice.

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