Both the Model Business Corporation Act and the Revised Model Business Corporation Act provide that acts to be taken at a shareholders’ meeting or a director’s meeting may be taken without a meeting if the action is taken by all the shareholders or directors entitled to vote on the action. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by all the shareholders or directors entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. An executive committee is a group of directors appointed to act on behalf of, and within the powers granted to them by, the board of directors. Typically it consists of a chairperson, vice-chairperson, secretary, and treasurer. This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction.
Unanimous Written Action of the Board of Directors Adopting Resolution Appointing and Delegating Authority to Executive Committee The undersigned, who constitute all of the Directors of (Name of Corporation), do hereby each execute this Unanimous Consent to Action in accordance with [e.g., Del. Code §§ 141(f) (2009)] and hereby waive any and all requirements by statute or otherwise as to the necessity of a formal meeting or notice thereof to the undersigned, and do hereby ratify, authorize, adopt, approve, and confirm the following resolutions adopted in the name of and on behalf of the Directors of (Name of Corporation), without the necessity of a meeting and in lieu of a meeting of the said Shareholders and Directors: Resolved: That an Executive Committee of (number) of Directors be created, (number) of whom shall include the (titles of officers), and who will serve at the pleasure of the Board of Directors. Resolved further: That the members of the Executive Committee
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