Action by Written Consent of Directors
(Borrower) (Corporation) (Lending)

Summary

This Action by Written Consent of Directors template is a unanimous written consent of the board of directors, or sole director, of a borrower corporation, authorizing entry into the loan documents, related documents, and borrowings thereunder. This template includes practical guidance, optional clauses, and drafting notes. When corporate entities enter into a financing transaction, the enforceability of the documents forming such transaction depends on the due authorization of the parties to enter into a financing transaction. The signatories of each of the parties must first obtain such authorization, and confirmation of this should be performed by counsel to the counter-party. Borrower's counsel must confirm the due authorization of the parties in order to issue a valid enforceability legal opinion. Business entity resolutions and unanimous written consent documents evidence this authorization. The documentation for a unanimous written consent, or resolutions, can take a variety of different formats. This template covers a corporate borrower that is a loan party in a secured financing transaction. The template authorizes entry into the credit agreement and a security and pledge agreement or intercreditor agreement, and addresses security filings and expenses. Before drafting, you should familiarize yourself with the applicable state corporations law to ensure that the form of the documentation conforms to legal requirements, including whether resolutions may take the form of a unanimous written consent in lieu of a meeting of the board. The capitalized terms used in this unanimous written consent need not conform to the defined terms in the relevant credit agreement, or any other agreement included in the relevant financing transaction. For a full listing of key content for in-house counsel and corporate secretaries when performing corporate functions, see In-House Corporate Secretary Resource Kit. For templates covering a borrower company that is a member-managed or manager-managed limited liability company, see Action by Written Consent of Members (Borrower) (Member-Managed LLC) (Lending) and Action by Written Consent of Board of Managers (Borrower) (Manager-Managed LLC) (Lending). Also refer to the Closing Process Resource Kit for templates that can be used in conjunction with this written consent as part of a financing transaction closing.