Also known as: written consents without a meeting · action by written consent · unanimous written consent
Written by attorneys · grounded in primary & secondary sources — see below
A statutory mechanism permitting shareholders or directors to approve corporate actions by signing written consents instead of convening a formal meeting. The consents must satisfy any statutory minimum vote thresholds or unanimous requirements specified in the articles or bylaws. Nonconsenting shareholders receive prompt notice when less than unanimous consent is used.
Shareholders of Walker Valley Produce hold 60 percent of the voting shares and sign written consents removing a director. Because the consents represent more votes in favor than against and cumulative voting is not authorized, the removal takes effect without a meeting. The corporation records the consents in its minutes.
The directors of Wolverine Steel circulate a proposed resolution by email. All directors sign written consents approving the resolution. The action binds the corporation even though no physical meeting occurred.
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Under the Model Act, written consent need not be unanimous if the articles permit action by the minimum votes required at a meeting. Some states and older rules require unanimity for shareholder action without a meeting.
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The corporation must give nonconsenting voting shareholders written notice of the action within ten days after the consents are delivered.
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Yes, provided the number of votes cast to remove exceeds those cast against removal and cumulative voting rules are satisfied. The articles or bylaws may impose a higher threshold.
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…time’ (i.e., while the opportunity to act with effect continues).” Id. While it is true that contemporaneous decisionmaking or unanimous written consent is required for board action (8 Del. C. § 141(f)), in our view, this testimony of the CIS board was probative and should not have been wholly discounted. See n. 5, supra . [^maj-8]:…