Board Consent
(OH Corporation)

Summary

This template Unanimous Board Consent (OH Corporation) can be used by an Ohio corporation’s board of directors when the board is acting by consent in lieu of holding a meeting. This template has practical guidance, drafting notes, and optional clauses. Unless the corporation’s articles or regulations require the action be taken at a meeting, any action that may be taken or authorized by the board of directors can be taken without a meeting if all members of the board consent in writing. Such consent(s) must be filed with the records of the corporation. Any certificate regarding such action that must be filed with the Ohio secretary of state must state that the authorization or taking of such action was in writing(s) approved and signed by all the directors. ORC Ann. 1701.54(a). A telegram, cablegram, electronic mail, or an electronic or other transmission capable of authentication that appears to have been sent by a director and that contains an affirmative vote or approval of the director is deemed a signed writing for the purposes of providing written consent. The date on which such communication is sent will be the date on which the writing is signed. ORC Ann. 1701.54(b). For additional guidance, see Management and Indemnification (OH Corporation).