Written Consent of Members in Lieu of Organizational Meeting
(Member-Managed) (NJ LLC)

This Unanimous Written Consent of Members in Lieu of Organizational Meeting (Member Managed) (NJ LLC) template may be used by a member-managed limited liability company formed under New Jersey state law to take action on matters such as election of officers, bank accounts, fiscal year, and others. This template contains practical guidance, drafting notes, and optional clauses. Although the New Jersey Revised Uniform Limited Liability Company Act (NJ RULLCA) does not require the organizer of a New Jersey LLC to hold organizational meetings, many LLCs choose to take organizational action for record-keeping purposes. Subject to the LLC’s operating agreement, the NJ RULLCA allows members to act by written consent (N.J. Stat. § 42:2C-37(d)), and requires that actions outside the ordinary course of business be by all the members (N.J. Stat. § 42:2C-37(b)). These resolutions pertain to typical organizational matters for a new company’s members to act on; however, the matters listed below are neither all-inclusive nor applicable to each company. For further guidance on New Jersey LLCs, see Formation and Qualification (NJ LLC).