Unanimous Written Consent of Board of Directors
(CA Corporation)

Summary

This template can be utilized to document the unanimous written consent of the board of directors of a California corporation to take action without a meeting. This template includes practical guidance and drafting notes. Cal. Corp. Code § 307(b) provides, "An action required or permitted to be taken by the board may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action and if the number of members of the board serving at the time constitutes a quorum. The written consent or consents shall be filed with the minutes of the proceedings of the board." As noted, this written consent should be filed in the minutes and can become an important part of the record if any particular action is challenged at some future date. This consent can also help establish the observance of corporate formalities. For a full listing of related California corporation content, including content relating to corporate formation, maintenance, ownership, management, and dissolution, see Corporation Resource Kit (CA). For information directors' meetings and compliance for California corporations, see Management and Indemnification (CA Corporation).