Unanimous Written Consent of the Board of Directors in Lieu of Organizational Meeting
(IL Corporation)

Summary

This template Unanimous Written Consent of the Board of Directors in Lieu of Organizational Meeting can be used for the directors of an Illinois corporation to authorize various matters relevant to the core functions of the corporation. This template contains practical guidance, drafting notes, alternate clauses, and optional clauses. Under Illinois law, once a corporation has been formed, the incorporator, shareholders, or initial directors will hold an organizational meeting to authorize various matters that are central to a corporation’s operation. 805 Ill. Comp. Stat. Ann. 5/2.20. This template assumes that the directors are acting by unanimous written consent rather than holding an actual meeting, which is permitted under Illinois law. 805 Ill. Comp. Stat. Ann. 5/8.45. This template contains resolutions covering a variety of matters that may be addressed in an organizational meeting, and can be modified as appropriate. For additional discussion, see Formation and Qualification (IL Corporation). See also Bylaws (IL Corporation).