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 by this program 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 program offers typical resolutions and provisions used by small corporations and provides appropriate explanations. The program 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. |