This template document provides a Unanimous Consent to Action by a company’s
shareholders whereby all the shareholders approve a resolution to adopt the listed
individuals as the company’s board of directors. State corporations law may require
shareholder consent for certain actions, such as electing the company’s board.
Shareholder actions may need to be evidenced by one or more written consents
describing the action taken, signed by all the shareholders entitled to vote on the action
and delivered to the corporation for inclusion in the minutes or filing with the corporate
Record of Unanimous Action of the Shareholders of
(Name of Corporation) Electing Board of Directors
The undersigned, who constitute all of the Shareholders of (Name of
Corporation), do hereby execute this Unanimous Consent to Action in accordance with
[cite code section, 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
RESOLVED, that the following persons be, and hereby are, elected to the Board
of Directors of the Corporation, to serve in accordance with the Bylaws of the
(Name and Address of Each Board Member)
The undersigned hereby execute this Consent effective as of (date) and waive
any and all requirements by statute or otherwise as to the necessity of a formal meeting
or notice thereof to the undersigned.
Signatures of Shareholders
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