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

Summary

This template can be used by the directors of a Nevada corporation to complete the organization of the corporation through written consent in lieu of an organizational meeting. This template includes practical guidance and drafting notes. Once the articles of incorporation have been filed with the Nevada Secretary of State, an organizational meeting is typically held by the incorporators or the initial directors. The organizational meeting is a meeting at which the incorporators or the initial directors complete the organization of the corporation. This template is intended for use by the initial directors to complete the organization of a corporation, and specifically, this template is used when the directors act by unanimous written consent in lieu of a traditional meeting. Nev. Rev. Stat. § 78.315 provides, "Unless otherwise restricted by the articles of incorporation or bylaws, any action required or permitted to be taken at a meeting of the board of directors or of a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the board or of the committee." Typically, the directors will undertake a number of actions during an organizational meeting to complete the organization of the corporation. Among other things, the directors will confirm that the articles of incorporation were filed and accepted by the secretary of state, adopt corporate bylaws, elect officers who will serve the corporation, and transact any other business brought before the meeting. Nev. Rev. Stat. § 78.130(1) provides, "Every corporation must have a president, a secretary, and a treasurer, or the equivalent thereof." This unanimous written consent confirms the filing of the articles of incorporation with the secretary of state, the adoption of bylaws, and the election of the officers (president, treasurer, and secretary) who are to serve until the first annual meeting of shareholders. Copies of the articles of organization and bylaws should be attached to the written consent. For additional information regarding organizational matters for a newly-formed corporation in Nevada, see Formation and Qualification (NV Corporation).