Also known as: actions by written consent · written consent action · written consent · consent in lieu of meeting
Written by attorneys · grounded in primary & secondary sources — see below
A method of taking corporate or other authorized action without convening a meeting by obtaining the signatures of the requisite participants on one or more written consent documents. The consents must be signed by holders of the number of votes or participants necessary to approve the action at a meeting and must be delivered to the entity within any applicable time limits.
Alliance Holdings served its answer on opposing counsel. Thirty days later counsel discovered an omitted affirmative defense. Rather than file a motion, Alliance obtained the opposing party's signature on a short consent form authorizing the amended answer. The amended pleading was filed the next day and the case proceeded on the new defense.
After marriage Andrew Avery inherited Parcel A. Years later he and Anita Ali signed a one-page written consent stating that Parcel A would remain Andrew's individual property despite later improvements paid from joint funds. In the divorce the court treated the parcel as individual under the consent.
Select any source to read its text and confirm it supports the definition.
Avalon Pharmaceuticals' bylaws required an annual shareholders meeting to elect directors. Because the holders of 85 percent of the shares signed and delivered written consents electing the slate, the corporation skipped the meeting and the new directors took office immediately.
Astra Aerospace received a $2 million insurance payment for storm damage to a building acquired with marital funds. The spouses executed a written consent directing that the entire recovery be treated as Anita's individual property. The court honored the consent when classifying assets in dissolution.
Aether Technologies shareholders holding 62 percent of the votes signed written consents removing two directors. Because cumulative voting was not authorized, the consents were effective and the directors were removed without calling a special meeting.
The board of Alliance Holdings circulated a proposed charter amendment to all shareholders. Once written consents representing the required majority were returned and filed with the corporation, the amendment became effective without any shareholder meeting.
No. Under the Model Business Corporation Act, action may be taken by less than unanimous written consent provided the consents represent the number of votes that would be required to approve the action at a meeting.
Any consent received becomes ineffective and the proposed action fails unless additional consents sufficient to reach the required threshold are delivered within the sixty-day window measured from the earliest signature date.
No. The Model Business Corporation Act expressly provides that failure to comply with notice requirements does not invalidate actions taken by written consent, although a court may fashion an appropriate remedy for a shareholder harmed by the omission.
Only if the number of votes sufficient to elect the director under cumulative voting is not voted against removal. Otherwise the director is protected even though a majority of votes favor removal.
…of a customer's securities if hypothecated securities would be commingled with the securities of another customer, absent written consent); § 240.15c2-3 (prohibiting transactions by broker-dealers in unvalidated German securities); § 240.15c2-4 (prohibiting broker-dealers from accepting any part of the sale price of a…