Both the Model Business Corporation Act and the Revised Model Business Corporation Act provide that acts to be taken at a director’s meeting may be taken without a meeting if the action is taken by all 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 directors entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. 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 Shareholders of Corporation Removing Director The undersigned, who constitute all of the Shareholders of (Name of Corporation), do hereby each execute this Unanimous Consent to Action in accordance with [e.g., Del. Code §211(b) (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 Shareholders of (Name of Corporation), without the necessity of a meeting and in lieu of a meeting of the said Shareholders: Whereas, (Name of Director), one of the Directors of this Corporation, has been on various occasions derelict in his duties as Director; and Whereas, (Name of Director), has used his position for the promotion of personal gain, at the expense of the interests of the Corporation and its Shareholders; Now, therefore, for these reasons, it is resolved by the Shareholders that (Name of Director) be, and he now is, removed from the office of Dire
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