Corporate Governance Made Easy: Unanimous Written Consents for Boards

When setting up your corporation, the sole incorporator plays a key role by appointing the initial board of directors. But let’s face it—getting a group of busy professionals, often spread across different states, to sit down for a formal board meeting isn’t always realistic. Imagine trying to align schedules for someone in New Jersey, another in Texas, and yet another overseas.

What if there was a way to skip the meeting and still get business done? That’s exactly what a unanimous written consent allows. In this article, we’ll dive into how this practical tool enables your board to make important decisions without the logistical headaches of gathering everyone in one place.

What Is A Unanimous Written Consent?

A unanimous written consent is like a group decision made in writing instead of dragging everyone into a room for a meeting. Imagine your board of directors all agreeing on a key action—like approving by-laws or appointing officers—without the hassle of scheduling a formal gathering. Instead, they each review and sign a written resolution, making the decision official.

Here’s how it works: a resolution is drafted, laying out the specific actions the board needs to approve. Every director must agree and sign the document for it to be valid. Once signed, it holds the same legal weight as if the board had voted in a traditional meeting. No debate, no travel, no headaches—just efficient decision-making on paper.

This tool is a game-changer, especially when board members are spread across different locations or time zones. It keeps your corporation running smoothly by ensuring that important decisions are made quickly and properly documented, without compromising on legal compliance.

How to Use Unanimous Written Consent

You know it’s efficient, but here’s the real question: how do you put a unanimous written consent into action? The process is simpler than you might think and ensures that your corporate decisions are documented and legally binding. Let’s break it down into a few easy steps:

• Draft the resolution
  Clearly define the actions the board needs to approve, whether it’s adopting by-laws, appointing officers, or authorizing shares. Make sure the language is straightforward and leaves no room for confusion.
• Distribute the resolution for review
  Share the document with all directors, giving them time to review the details and ask any questions. Everyone should be on the same page before signing.
• Collect unanimous signatures
  Ensure every director signs the resolution—whether in person or electronically (if allowed by your state). Remember, it’s a unanimous written consent, so every signature matters.
• Store the signed resolution
  Once signed, store the resolution in the corporation’s minutes book to maintain proper records and meet legal requirements.

Pro Tip: Consult an attorney to double-check the resolution’s compliance with state laws. A small oversight could lead to bigger issues later, so it’s worth getting it right the first time.

Conclusion

A unanimous written consent is a game-changer for busy boards of directors. It’s a time-saving, efficient way to approve key corporate decisions without the need for formal meetings, all while maintaining legal compliance and ensuring smooth governance. By following the proper steps and meeting legal requirements, your corporation stays on solid ground. Next, we’ll dive into the role and importance of corporate by-laws—your company’s rulebook for effective governance.

Are you wondering about any of the issues mentioned above? Please email us at info@wilkinsonlawllc.com or call (732) 410-7595 for assistance.

At Wilkinson Law, we give business owners the clarity they need to fund, grow, protect, and sell their businesses. We are trustworthy business advisors keeping your business on TRACK: Trustworthy. Reliable. Available. Caring. Knowledgeable.®