Directors’ Consent in Lieu of a Meeting

By nature, extra scrutiny might come with such a decision. To not leave any room for interpretation, it would be best to mimic the language of the company’s bylaws. In doing so, the consent is less likely to be held as ambiguous.

Even though written consent can expedite matters, especially in a time crunch, it's not the best practice to solely rely on it. Failure to hold board meetings could lead to management problems for the inability to build rapport and discuss the items on a meeting’s agenda more thoroughly. It is why corporations, and not just public companies, insist on having at least biannual meetings of the board of directors and shareholders.

The answer is yes, as all of the board members have to approve a resolution in person or in writing. As such, this is one of the prerequisites for the document to be valid. All of the directors must be contacted directly and they each have to sign the consent.

Going the way of a Directors’ Consent in Lieu of Meeting document can be a great shortcut when the directors have to make quick decisions. But if there are any reservations, even when it’s only on the part of one director, it could be a waste of time more than anything. If there's uncertainty, it's always best to schedule a board meeting and take it from there.

Some states authorize the sending of written consent in email, but this is something that you ought to verify before sending. However, just because an action might be acceptable doesn't mean that it's the most prudent practice. Both personal and business email accounts are at risk of hacking and a breach could jeopardize the company.