Written Consent Clause for Shareholder Action
(Regulations or Articles of Incorporation) (OH Corporation)

Summary

This written consent clause can be used in the articles of incorporation or the regulations (i.e., bylaws) of an Ohio corporation to provide for shareholder written consent to action without a meeting. This template includes practical guidance and drafting notes. With one important exception noted below, pursuant to Ohio Rev. Code Ann. § 1701.54(A), and unless the articles or the regulations prohibit action by written consent, any action, authorized or permitted under the articles of incorporation or the regulations, may be taken or authorized without a meeting by the unanimous written consent of shareholders otherwise entitled to vote on the matter at a meeting. Moreover, in accordance with Ohio Rev. Code Ann. § 1701.52, this unanimous written consent standard cannot be varied by the shareholders or the directors. Action pursuant to Ohio Rev. Code Ann. § 1701.54(A) includes, but is not limited to, amending the articles of incorporation for the purposes stated at Ohio Rev. Code Ann. § 1701.69(B). Provided again that the articles or the regulations do not prohibit action by written consent, the one exception to the unanimous written consent standard is with respect to shareholder written consent to adopt, amend, or repeal the corporation's regulations. This is governed by Ohio Rev. Code Ann. § 1701.11(A)(1)(c). Here the default proportion for action by the shareholders is two-thirds of shares otherwise entitled to vote on the matter. However, this default standard may be varied in accordance with the terms of Ohio Rev. Code Ann. § 1701.11(A)(1)(c). For more information, see Corporation Stock and Stockholders (OH Corporation), Shareholders' Consent: Dissolution and Agreement and Plan of Liquidation (OH Corporation), and Notice to Shareholders of Action Taken Without a Meeting to Adopt, Amend, or Repeal Corporate Regulations (OH Corporation).