Board of Directors Unanimous Written Consent

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This Unanimous Written Consent of Board of Directors allows a company's board to take action without holding a formal meeting. This consent can easily be tailored to fit your unique needs.

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This Unanimous Written Consent of Board of Directors allows a company's board of directors to take actions without a formal board meeting. This consent sets forth details regarding the actions which can be taken, such as increasing the number of directors or appointing or electing a new director. This type of resolution can also be used to approve an employment agreement for new personnel of the company. It is crucial that a Unanimous Written Consent by a Board be clearly and succinctly set out in writing. Once signed by all members of the board of directors, this consent becomes an official part of the company's record.

This Unanimous Written Consent by Board of Directors includes:
  • Company: Sets forth the name of the company for which the consent is given;
  • Consent Information: Sets out the specific resolution which was unanimously agreed to (i.e. appointment or election of directors). The wording of the consent must set out the exact resolution;
  • Consent and Approval: This written consent must be signed by all members of the board in order for it to become effective.

Protect your rights and your company by using our attorney-prepared forms.

This attorney-prepared packet contains:
  1. Instructions and Checklist
  2. General Information
  3. Unanimous Written Consent of Board of Directors
State Law Compliance: This form complies with the laws of all states
Number of Pages4
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#20488
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.











Unanimous Written Consent
Board of Directors











This Packet Includes:

1. Instructions & Checklist
2. General Information
3. Unanimous Written Consent  Board of Directors







Instructions & Checklist
 Unanimous Written Consent  Board of Directors


   This Consent includes general resolutions that your company may need.  Carefully review the resolutions and erase any that you do not require. Additional resolutions may also be added.

   Review your companys Bylaws and Articles of Incorporation to ensure that the actions the board wants to take are allowed under those governing documents.

   Because this is a unanimous consent, all members of the Board of Directors must sign the consent.

   This Consent, once finalized and signed, should be kept with your other important corporate records.

   Laws vary from time to time and from state to state. These forms are not intended to be and are not a substitute for legal advice. These forms should only be a starting point for you and should not be used or signed before first consulting with an attorney to ensure that it addresses your particular situation. An attorney should be consulted before negotiating any document with another party.  

   The purchase and use of these forms is subject to the “Disclaimers and Terms of Use” found at www.findlegalforms.com.









General Information
Unanimous Written Consent  Board of Directors

The Unanimous Written Consent of the Board of Directors is a document that allows the board of directors of a company to take actions without a formal meeting.  The actions (also referred to as resolutions) taken by the board of directors will vary depending on (i) the needs of the company and (ii) the extent of the boards powers as determined by the companys bylaws and articles of incorporation.  

This consent includes resolutions for (i) increasing the number of board members (this action may often require a similar resolution by the Companys shareholders), (ii) appointing directors to fill the newly created vacancies, (iii) election of directors, (iv) approval of an employment agreement and (vi) an omnibus resolution.  You should erase any resolutions that are inappropriate or prohibited under the companys governing documents.  

These types of agreement are governed by state law.  Many of the state laws differ considerably; therefore you should become familiar with the laws of your state before using this form.  In addition, before using this form you should always consult with your attorney to ensure that it addresses your specific situation.






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Unanimous Written Consent
of the Board of Directors
of
[insert your companys name]
[insert date]

 
The undersigned, constituting all of the directors of ___________________________
[insert Company Name] a ___________________ [insert state of incorporation](the “Company”),  do hereby consent to the following resolutions without a meeting:

I.   Increase in Number of directors

Whereas, the Board believes it to be in the best interest of the Company to increase the number of directors on the Board from _________ to ___________.

Now Therefore Be It Resolved, that pursuant to the Bylaws of the Company, the number of directors on the Board is hereby increased from _________ to ___________ members.

II.   appointment of directors

Whereas, there are ________ vacancies on the Board, the Board believes it to be in the best interest of the Company to fill the vacancies.

Now, Therefore, Be It Resolved, that ______________, ________________, and____________________ are hereby appointed to the Board to serve until the earlier of their respective resignation or removal or until their respective successors are duly appointed and qualified.

III.   ELECTION OF OFFICERS

Resolved, that the following are hereby elected to the office of the Company opposite their name, and to hold such office until the earlier of the officers resignation or removal or until the officers successor is duly appointed and qualified:

   President            ______________________________

   Treasurer            ______________________________

   Secretary            ______________________________


IV.   APPROVAL OF EMPLOYMENT AGREEMENT

Whereas, the Board believes that it is in the best interest of the Company to retain ___________________ in the position of ______________________ and to enter into an agreement to govern his/her employment with the Company; and

Whereas, the Board has reviewed that certain employment agreement, attached hereto as Exhibit A (the “Employment Agreement”), providing the terms conditions and covenants of ______________________s employment with the Company.

Now, Therefore, Be It Resolved, that the Employment Agreement is hereby approved, and that the proper officers are hereby authorized and directed to execute and deliver the Employment Agreement on behalf of the Company.

V.   OMNIBUS RESOLUTION

Resolved, that the officers of the Company be, and they hereby
are, authorized, directed and empowered to execute any applications,
certificates, agreements or any other instruments or documents or amendments
or supplements to such documents, including any blue sky filings and stock
certificates, or to do or to cause to be done any and all other acts and things as
such officers, in their discretion, may deem necessary or advisable and
appropriate to carry out the purposes of the foregoing resolutions.




IN WITNESS WHEREOF, the foregoing resolutions is hereby consented to and approved as of the date first written above.  This Consent may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.


_____________________________         _____________________________



_____________________________         ______________________________

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