Form Overview
The Written Consent in Lieu of Special Meeting of all Directors and a majority of Shareholders provides a framework for the adoption of special resolutions. The applicable resolution is adopted by referencing the applicable document or contract setting forth the corporate action as an attachment to the resolution. The Written Consent in Lieu of Special Meeting is a joint action by directors and shareholders. The director action must be unanimous. The shareholder action requires only a majority, with the non-participating minority advised of the action according to state law. The availability of the written consent action and the substance of the resolution for special issues is subject to state law and contracts entered by the corporation. Be sure to consult with local corporate counsel in this matter before finalizing any resolutions. You can find answers to your questions using our extensive library of
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