A Written Resolution In Lieu Of Annual General Meeting is utilized when companies need to obtain shareholder approval for annual matters but wish to avoid the logistics and expense of conducting a physical meeting. This document is particularly useful for companies with few shareholders or those seeking efficient decision-making processes. Under U.S. corporate law, particularly in states like Delaware, such written consents are legally equivalent to votes taken at a formal meeting, provided they receive the required number of shareholder approvals. The resolution must typically be signed by shareholders representing at least the minimum voting power required for the specific actions being approved.
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1. Header Information: Company name, registration details, and date of resolution
2. Recitals: Background information explaining why the written resolution is being used in lieu of an annual general meeting
3. Resolution Text: Specific matters being resolved including standard annual meeting items such as financial statements approval, director appointments, and other regular business
4. Voting Information: Number of shares voted and percentage of ownership represented in the written consent
5. Signature Block: Shareholder signatures, dates, and verification of sufficient voting power
1. Waiver of Notice: Section waiving formal notice requirements when permitted by bylaws or state law
2. Certificate of Secretary: Official certification by corporate secretary verifying the resolution's validity and compliance with corporate requirements
3. Ratification of Prior Acts: Section ratifying actions taken by officers and directors since the last annual meeting
1. Schedule A - List of Shareholders: Comprehensive list of all shareholders and their respective holdings participating in the written consent
2. Schedule B - Voting Record: Detailed breakdown of votes cast by each shareholder and calculation of total voting percentage
3. Exhibit 1 - Supporting Documents: Any referenced documents requiring shareholder approval such as financial statements, auditor reports, or other corporate documents
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