Free Unanimous Consent

For the protection of persons who have taken action on behalf of the corporation, it is not unusual for the directors and/or stockholders to approve these past actions on an annual basis. The "Approval of Actions" section of this document includes an "all actions subsequent to the last meeting" option which provides general approval. Other important actions can be mentioned specifically. These actions may include officer compensation, transactions with related parties, and purchases of significant assets.

The "Financial Statement" section provides for the acceptance and approval of the corporation's financial statements.

Other sections of this document provide for the authorization of future actions to be taken at a future date.

This document provides a variety of opportunities to show the authorization of specific types of corporate action that will occur in the future. For example, the "Authorization of Action" section provides options that authorize lease arrangements and the establishment of insurance and pension plans.

Other optional sections regarding the following items allow for authorization of various actions that involve the payment of corporate funds:

Salaries

Bonuses

Directors' fees

Contributions to profit-sharing plans

Dividends

The process of obtaining a loan from a lending institution (for example, a bank) may include a requirement that the board of directors and/or the shareholders authorize the loan transaction. This authorization is provided in the form of a "borrowing resolution" and shows that the officers of the corporation are authorized to sign the loan documents.

In addition, when a bank account is opened, a "banking resolution" may be required to establish the identities of the officers or employees who are authorized to sign checks on behalf of the corporation.

There may be actions taken by the directors and/or shareholders that are unique or unusual. A "free-form" section in this document allows the user to include such actions.

Generally, the shareholders elect directors in accordance with the bylaws. The election is usually held on an annual basis. In some cases, all directors are elected each year. In other cases, they are elected on a "staggered" basis. For example, a corporation with 5 directors might have a bylaws provision that provides for 2-year directors' terms with 2 directors elected every other year and 3 directors elected in the alternate years.

Officers also are elected in accordance with the bylaws, and are usually elected by the directors, rather than by the shareholders.

If stock will be sold or "issued," the approval of the shareholders should be obtained. The issuance of stock may be subject to "preemptive" rights which entitle current shareholders to acquire a percentage of the new stock so that the individual percentages of ownership in the corporation are not reduced or diluted by the new issuance.

If the corporation has more than one class of stock, the approval of all classes of stock is generally required. You should refer to your incorporation documents and/or obtain the opinion of legal counsel.

It is not unusual for officers or corporate employees to present reports at directors and/or shareholders meetings that explain certain corporate matters, but do not require formal action. For example, the corporate treasurer may report on the status of a borrowing request that has been submitted to a lender, or a marketing person may report on quarterly sales.

1. The Unanimous Consent should be signed and dated by the required number of members of the relevant group, e.g. shareholders, directors or members. Some states and/or corporate documents require the UNANIMOUS consent of the group; other states allow for 90% or some other percentage less than 100. In any event, it is not sufficient that a mere majority of the group members sign the document.

2. There is no requirement that the signatures be witnessed or notarized.

A corporation takes official action through its board of directors and/or its shareholders. The shareholders, as the owners of the corporation, elect the directors and take other significant corporate action. The directors are responsible for general management of the corporation, and elect officers to carry out their instructions. Directors and shareholders formalize their official actions by making a written record. The written record may be in the form of "minutes," if the board and/or shareholders met formally, or in the form of a "corporate action by unanimous consent," if the action was taken without a meeting.

The Corporate Action by Unanimous Consent document offered is intended primarily for use by small corporations that limit their documentation to one set of minutes (or action by unanimous consent) per year. The document offers typical resolutions and provisions used by small corporations and provides appropriate explanations. The document also provides opportunities to include unique provisions for special circumstances. Some guidance is offered regarding corporate action that is more likely to be taken by shareholders than directors.

Corporate laws in most states offer shareholders considerable flexibility in requiring when certain actions MUST be taken by shareholders or MAY be taken by directors. Such requirements, if any, will generally be found in the corporation's incorporation documents. Incorporation documents generally include the corporation's "articles of incorporation" (sometimes referred to the "charter") and the bylaws. You should refer to those documents to help you answer questions regarding whether a specific corporate resolution should be adopted by the shareholders or the directors.

After the preparation of "corporate action by unanimous consent" it is recommended that a lawyer review the document to verify compliance with the incorporation documents and appropriate state corporate law. It is also important to have a lawyer review the corporate action by unanimous consent if the corporation is (or has been) involved in unusual transactions, or if the corporation has more than one class of stock. Different classes of stock may have different voting rights, requirements, and characteristics.