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

Summary

This Unanimous Written Consent of the Board of Directors in Lieu of Organizational Meeting (OH Corporation) template. This template includes practical guidance, drafting notes, and optional clauses. This template is intended for use by the directors for action by written consent in lieu of an organizational meeting and presumes that the corporation's articles of incorporation have been filed with the Ohio secretary of state and the initial directors have been named in the articles. Pursuant to the Ohio General Corporation Law, after incorporation (which formally occurs once the corporation's articles of incorporation have been accepted for filing by the secretary of state) an organizational meeting must be held to complete the steps further to the full establishment of the corporation as an operating entity—such as receiving share subscriptions, appointing officers, adopting regulations, and carrying on any other business brought before the meeting. If the initial directors have been named in the articles of incorporation, then they are to hold the organizational meeting. However, if initial directors have not been named in the articles of incorporation, then the organizational meeting should be held by the incorporator(s). See Ohio Rev. Code Ann. § 1701.10(A)(1)–(3). Additionally, unless the articles, the regulations adopted by the shareholders, or the regulations adopted by the directors prohibit the authorization or taking of any action by the shareholders or directors without a meeting, Ohio Rev. Code Ann. § 1701.54(A) authorizes directors to complete, by written consent in lieu of meeting, any action the directors would otherwise authorize or take at a meeting, including an organizational meeting. This written consent template confirms the prior filing of the articles of incorporation with the secretary of state. It also confirms the current receipt of subscriptions for shares by the directors, the appointment of officers, the adoption of regulations, and the other stated matters put before the directors for written consent. Copies of the articles of incorporation, the regulations, and the other items referenced within the several below resolutions (if passed) should be attached as exhibits to this written consent. For more information, see Formation and Qualification (OH Corporation). For a template for use when initial directors have not been named in the articles of incorporation, see Organizational Action by Sole Incorporator (OH Corporation).