Action by Unanimous Written Consent - Template Form Pro · US-law

ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT A MEETING OF
THE BOARD OF DIRECTORS OF
________

Effective Date: ________

The undersigned, constituting all of the members of the Board of Directors (the “Board of Directors”) of ________, a corporation organized and existing under the laws of the State of ________ (the “Corporation”), acting by unanimous written consent without a meeting in accordance with ________ (the corporate statute of the State of ________) and the Certificate of Incorporation and Bylaws of the Corporation, do hereby adopt the following recitals and resolutions and direct that this Action by Unanimous Written Consent (this “Consent”) be filed with the minutes of the proceedings of the Board of Directors of the Corporation, with the same force and effect as if such actions had been taken at a duly called and held meeting of the Board of Directors at which a quorum was present and acting throughout.

RECITALS

WHEREAS, the Board of Directors desires to provide its unanimous written consent on behalf of the Corporation with respect to the following corporate matter (the “Matter”): the election of the following individual to serve as a Director of the Corporation:

Name: ________;
Residential or Business Address: ________;
Term of Office Commencing: ________, and continuing until such Director’s successor is duly elected and qualified, or until such Director’s earlier death, resignation, or removal;

WHEREAS, each Director has had the opportunity to fully review, research, analyze, and discuss the Matter to the extent each such Director deemed necessary and appropriate to discharge his or her fiduciary duties to the Corporation and its shareholders; and

WHEREAS, the Board of Directors has determined that the adoption of the resolutions set forth below is in the best interests of the Corporation.

RESOLUTIONS

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RESOLVED FURTHER, that the officers of the Corporation, and each of them individually, are hereby authorized and directed to update the records of the Corporation to reflect the foregoing election, including, without limitation, any required filings or notices to be made with any governmental authority or under any applicable agreement.

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RESOLVED FURTHER, that any and all actions heretofore taken by the officers and directors of the Corporation in connection with the Matter set forth above are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Corporation.

RESOLVED FURTHER, that this Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, and that delivery of an executed counterpart by electronic transmission (including in portable document format (PDF) or by a recognized electronic signature platform) shall be as effective as delivery of a manually executed original, in accordance with the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the applicable Uniform Electronic Transactions Act as adopted in the State of ________.

RESOLVED FURTHER, that this Consent shall be effective as of the Effective Date first written above, and shall be filed with the minutes of the proceedings of the Board of Directors of the Corporation.

IN WITNESS WHEREOF, the undersigned, being all of the directors of the Corporation, have executed this Action by Unanimous Written Consent Without a Meeting as of the dates set forth opposite their respective signatures, to be effective as of ________.

Date: ________

____________________________________

________, Director

Date: ________

____________________________________

________, Director

Date: ________

____________________________________

________, Director