[From: Free Document Downloads at TheSmallBusinessOwnersManual.com] This document should be used by the Board of Directors of a Company when making a resolution without holding a meeting. The following text of this document should be reviewed and edited to fit your purposes. [Find, then fill-in, or delete text in brackets like this: “[NNN]” If there are dates in this document, they will automatically change to today’s date.
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Otherwise the following text should be reviewed and edited as needed:
BOARD OF DIRECTORS OF [COMPANY NAME] “CORPORATION” CONSENT TO WAIVE NOTICE AND HOLD MEETING AND AGREE TO AN ACTION BY UNANIMOUS WRITTEN CONSENT RECITALS: WHEREAS, the board of directors of [COMPANY NAME] has determined by unanimous written consent that it is desirable and in the best interests of this corporation that certain decisions and actions be undertaken. NOW, THEREFORE, IT IS RESOLVED by the directors named below who constitute all of the directors of this Corporation that, the following are hereby consented to, adopted, and approved pursuant to all laws which govern this Corporation: RESOLVED: [RESOLUTIONS] Votes “Yes” ____; Votes “No” _____ Votes “Yes” ____; Votes “No” _____ Votes “Yes” ____; Votes “No” _____
FURTHER OMNIBUS RESOLUTIONS. The officers of this Corporation do hereby further resolve that each individually is authorized to do, execute and perform any and all such acts regarding the foregoing resolutions and to execute all documents and agreements as the officers shall determine are required, advisable, or necessary to fulfill the resolutions agreed to herein; The officers of this Corporation do hereby further resolve that any actions related to the resolutions agreed to herein prior to the date of this Consent to Waive Notice and Hold Meeting regarding the foregoing resolutions are hereby approved and confirmed and agreed to and ratified as the correct acts and deeds of this Corporation to the extent that such actions were within the authority granted herein. This Consent may be executed in one or more counterparts, each of which, if properly executed, shall have the same force and effect as an original and all of which together shall be considered as the same document and shall be properly placed in the Corporation minutes file as records of this Corporation.
Dated: [DATE]
_____________________________________________ [AUTHORIZED DIRECTOR NAME]
_____________________________________________ [AUTHORIZED DIRECTOR NAME]
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