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Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers

Both the Model Business Corporation Act and the Revised Model Business Corporation Act provide that acts to be taken at a shareholders' meeting or a director's meeting may be taken without a meeting if the action is taken by all the shareholders or directors entitled to vote on the action. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by all the shareholders or directors entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction.
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Unanimous Consent to Action by the Shareholders and Board of Directors of Corporation, in Lieu of Meeting, Ratifying Past Actions of Directors and Officers The undersigned, who constitute all of the Directors and Shareholders of _______________________________________________ (Name of Corporation), do hereby each execute this Unanimous Consent to Action in accordance with [e.g., Del. Code ?? 141(f) and 211(b) (2009)] ___________________________________ and hereby waive any and all requirements by statute or otherwise as to the necessity of a formal meeting or notice thereof to the undersigned, and do hereby ratify, authorize, adopt, approve, and confirm the following resolutions adopted in the name of and on behalf of the Directors and Shareholders of __________________________________________ (Name of Corporation), without the necessity of a meeting and in lieu of a meeting of the said Shareholders and Directors: IT IS HEREBY RESOLVED that: (List by year each action that is to be ratified for each year. Examples would be:) Names of Directors elected for each year; ______________________________

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