Written Consent of Sole Director in Lieu of Organizational Meeting
(CA Social Purpose Corporation)

Summary

This Written Consent of Sole Director in Lieu of Organizational Meeting (CA Social Purpose Corporation) for is intended for use by a California social purpose corporation where the sole director consents to take action and adopt resolutions. This template includes practical guidance, drafting notes, and alternate and optional clauses. Generally when there is only one director, the organizational meeting is done by written consent. A written consent would typically be executed shortly after incorporation to ensure the social purpose corporation has been properly organized. In the event that only one director is appointed by the incorporator(s), the director can execute a written consent in lieu of holding a meeting. Counsel should note that California social purpose corporations are only authorized to have one director if there is only one shareholder, and two directors if there are only one or two shareholders. If a social purpose corporation has three or more shareholders, it is required to have at least three directors. For more information on forming a California social purpose corporation, see Social Purpose Corporations (CA) — Formation.