Glossary: Unanimous Written Consent of Board of Directors in lieu of a Meeting

Unanimous Written Consent of Board of Directors in lieu of a Meeting

Unanimous Written Consent of Board of Directors in lieu of a Meeting or Unanimous Written Consent of Board of Directors in lieu of Annual Meeting or Unanimous Written Consent of Board of Directors in lieu of Special Meeting - Many small privately held corporations have only two or three members of the Board of Directors who are also running the company full-time as management employees. It is often more efficient and convenient for the directors to agree in writing to adopt a resolution than to hold an annual or special meeting of the Board of Directors for such a corporation. Besides, the directors of small corporations often decide Board matters in informal meetings. If your Board operates this way, it must then prepare meeting minutes or unanimous written consents to formally evidence the approval of the corporate actions at those informal meetings. Therefore, the laws of most states allow resolutions of the Board of Directors to be adopted through the unanimous written consent of the directors instead of an annual or special meeting. A unanimous written consent in lieu of a meeting of the Board of Directors must be signed by all directors of your corporation who are entitled to vote on each given matter. 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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