A "written consent in lieu of meeting" clause allows decisions typically made during a formal meeting to be approved through written agreement, eliminating the need for physical gatherings. This clause streamlines decision-making by enabling all necessary parties to provide their consent via written documentation, ensuring efficiency while maintaining legal validity.
The written consent in lieu of meeting of shareholders provides that the actions taken will become effective not less than 20 days following the date that the Company’s definitive information statement is first disseminated to shareholders. This Current Report is filed to disclose that the actions taken by shareholders on October 25, 2019 became effective on November 28, 2019. The date these actions became effective is also deemed to be the date of the Company’s 2019 annual meeting of shareholders.
SECOND: That the Board of Directors of the Corporation, pursuant to Section 141(f) of the Delaware General Corporation Law, by Unanimous Written Consent in Lieu of Meeting dated October 9, 2020, approved the following Amended and Restated Certificate of Incorporation of the Corporation, which restates and integrates and also further amends the Certificate of Incorporation:
Meetings of the Board of Directors During the year ended December 31, 2018, our Board of Directors held five meetings. All members of the Board attended all meetings of the Board. Action of the Board was also taken by unanimous written consent in lieu of meeting on 4 occasions during 2018.
The foregoing is hereby certified as being the true, accurate and complete corporate code of ethics adopted at Puget’s special meeting of the Board of Directors held by written consent in lieu of meeting, as permitted by Nevada Revised Statutes Section 78.0821, on the 8th day of February, 2021.
The following Resolution was duly adopted by unanimous written consent in lieu of meeting of the Board of Directors of China Natural Resources, Inc. (the “Company”) on September 19, 2019:
That pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation, as amended (“Articles of Incorporation”), the Board of Directors of the Corporation by resolution adopted by written consent in lieu of meeting dated July 27, 2022, adopted the following resolution creating a series of 750,000 shares
SECOND: That the foregoing amendment has been consented to and authorized by the holders of a majority of the issued and outstanding stock of the Corporation entitled to vote by written consent in lieu of meeting in accordance with NRS 78.320 on July 20, 2021. The total number of shares of the Corporation’s Common Stock issued outstanding and entitled to vote upon the amendment was 40,000,000 with 22,202,954 shares consenting to the Amendment or approximately 55.5% of the shares issued, outstanding, and entitled to vote.
On June 23, 2023, following the written consent of the Board of Directors and written consent in lieu of meeting by the majority and controlling shareholder of Logicquest Technology, Inc. (Company”), the State of Nevada accepted the amendment of the Company’s Articles of Incorporation changing the name of the Company to “Coyni, Inc.”
The written consent in lieu of meeting of shareholders provides that the actions taken will become effective not less than 20 days following the date that the Company’s information statement is first disseminated to shareholders. The Company’s information statement was first mailed to shareholders on or about November 8, 2022. This Current Report is filed to disclose that the actions taken by written consent on October 28, 2022 became effective on November 29, 2022. The date these actions became effective is also deemed to be the date of the Company’s 2022 annual meeting of shareholders.
The undersigned being the sole Shareholder of SHERRITT INTERNATIONAL (CUBA) OIL AND GAS LIMITED (the “Company”) acting pursuant to the Companies Act Cap 308, hereby records the following information and adopts the following resolutions by Written Consent in Lieu of Meeting:
Section 14. Written Consent in Lieu of Meeting Not Permitted. The stockholders shall not be entitled to consent to corporate action in writing without a meeting.
FIFTH: This amendment to the Certificate of Incorporation of the Company was approved by the Board of Directors of the Company. Thereafter, the sole stockholder of the Corporation adopted this amendment by written consent in lieu of meeting pursuant to Section 228 of the General Corporation Law of the State of Delaware.
On November 17, 2022, the Board of Directors of the Company, by unanimous written consent in lieu of meeting, agreed to enter into a Share Exchange Agreement, whereby the Company agreed to exchange 100% of the outstanding stock of FLORIDA BEAUTY EXPRESS INC., a Florida corporation, FLORIDA BEAUTY FLORA, INC., a Florida corporation, FLORAL LOGISTICS OF MIAMI, INC., a Florida corporation, FLORAL LOGISTICS OF CALIFORNIA, INC., a California corporation, and TEMPEST TRANSPORTATION, INC., a Florida corporation (collectively the "Flora Companies") for the number of common and preferred shares of the Company as follows:
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a written consent in lieu of meeting of the stockholders of said corporation was circulated in accordance with Section 228 of the General Corporation Law of the State of Delaware in which stockholders holding the necessary number of shares as required by statute to vote in favor of the amendment provided written consent to such action.
FIFTH: This amendment to the Certificate of Incorporation of the Company was approved by the Board of Directors of the Company. Thereafter, the sole stockholder of the Corporation adopted this amendment by written consent in lieu of meeting pursuant to Section 228 of the General Corporation Law of the State of Delaware.
“Written Consent in Lieu of Meeting” is a legal mechanism that allows the board of directors, shareholders, or members of an organization to make a decision or approve a resolution without actually convening a physical or virtual meeting. This method is typically formalized through the signing of a written consent document that outlines the specific decision or resolution being adopted. It is often used to expedite the decision-making process, especially when the matter at hand is urgent or uncontroversial.
You should use Written Consent in Lieu of Meeting in the following scenarios:
Writing a Written Consent in Lieu of Meeting involves several key components:
Example:
Written Consent in Lieu of Meeting
Preamble We, the undersigned, being all of the members of the Board of Directors of XYZ Corporation, hereby adopt the following resolutions by written consent, in accordance with the bylaws of the corporation and applicable state law.
Resolution Text RESOLVED, that the following actions be and hereby are adopted:
- [Specific action/decision detail]
- [Additional specifics, if necessary]
Written Consent in Lieu of Meeting clauses are commonly found in:
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