Also known as: actions without a meeting · action w/o meeting · action by written consent · unanimous written consent
Written by attorneys · grounded in primary & secondary sources — see below
A corporate governance procedure that permits directors or shareholders to approve resolutions through written consents rather than at a convened meeting. The procedure requires that the consents describe the action taken and meet statutory thresholds such as unanimity for directors or the minimum votes needed for shareholders. Delivery of the consents to the corporation triggers effectiveness within specified time limits.
Arthur Abrams and three other shareholders of Aether Technologies sign written consents removing a director elected by their voting group. The consents state the removal action and are delivered together to the corporate secretary. Because the number of votes cast for removal exceeds those against it, the director is removed without any meeting being called.
The board of Azure Solutions adopts a bylaw requiring unanimous board attendance for any action. Shareholders later attempt to amend the bylaws through written consents signed by a majority. The consents are delivered to the corporation, but the bylaw blocks effectiveness because it precludes board action without a meeting.
Select any source to read its text and confirm it supports the definition.
Ariana Azizi serves as a director of Astra Aerospace but fails to review or sign any written consent forms circulated among the board. The remaining directors approve a major loan by unanimous written consent. Azizi is later held liable for losses because she did not participate in the consent process that substituted for a meeting.
Aaron Adams, a director of Aurora Biotech, receives a business opportunity and evaluates it without presenting the matter at a board meeting or circulating a consent form. The other directors later learn of the opportunity through independent channels. Because no action without a meeting was taken, Adams is free to pursue the opportunity personally.
Each consent must describe the action to be taken. Variant forms that omit essential terms such as loan amounts or amendments fail this requirement even if delivered together.
Supporting sources
The action is effective only when consents signed by holders of the minimum votes required are delivered within sixty days of the first signature. Nonconsenting shareholders must receive notice within ten days after the action is taken.
Supporting sources
No. Modern statutes require unanimous written consent for directors to act without a meeting. A majority of directors present at a meeting suffices for action at a meeting, but consent procedures demand full agreement.
Supporting sources
Yes. The agreement binds the corporation and original signatories even without notation on stock certificates. Later purchasers who are also original signatories remain subject to the restriction.
Supporting sources
…certain limitations), and the vote requirements for board action. 8 Del. C. § 141(f) authorizes bylaws that preclude board action without a meeting.[^maj-16] And, almost three decades ago this Court upheld a shareholder-enacted bylaw requiring unanimous board attendance and board approval for any board action, and unanimous…