Unanimous Written Consent to Take Action in Lieu of Meeting of Board of Directors
(DE)

Summary

This unanimous written consent to take action in lieu of meeting of board of directors can be used for any action the board of directors of a Delaware company is authorized to take and for which board member approval is unanimous. This template includes practical guidance and drafting notes. Most state statutes, including Delaware, allow corporations to execute a unanimous written consent of the board of directors in place of holding a board meeting, as long as required procedures and applicable limitations are observed. This template is specific to Delaware state law and use in other jurisdictions will require modification. This template is generic and will require modification or adaptation to the particular action(s) to be taken by, and circumstances applicable to, the company. For additional information and resources, see Board Meetings and Preparing Minutes of Board of Directors Checklist, Corporate Governance Board Resolutions Resource Kit, and Board Resolutions for Capital Markets Transactions Resource Kit.