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

Summary

This Unanimous Written Consent of the Board in Lieu of Organizational Meeting (NY Corporation) contains resolutions covering a variety of matters that may be addressed in an organizational meeting of a New York Corporation and can be modified as appropriate. This template includes practical guidance, drafting notes, and alternate and optional clauses. Shortly after a New York Corporation is formed, the initial directors named in the corporation’s Certificate of Incorporation will hold an organizational meeting to authorize various matters relevant to the core functions of the corporation, such as adopting bylaws, electing officers, and authorizing the issuance of shares. This template assumes that the directors are acting by unanimous written consent rather than holding an actual meeting, which is permitted under New York law. N.Y. Bus. Corp. Law § 404. 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 a full listing of key content covering New York corporate formation, organization, maintenance, ownership, management, and dissolution, see Corporation Resource Kit (NY). For more information on the formation of New York corporations, see Formation and Qualification (NY Corporation).