5 Mistakes Made With Unanimous Written Consents

If done properly, unanimous written consents can be a lifesaver. And the birth of board portals has made that timesaving process even more valuable over the past decade.

A “unanimous written consent” memorializes board actions taken without a formal meeting. It’s a term derived from state laws – the term is also used in a company’s bylaws – that require that all – or a certain percentage – of directors sign and return a written record of their consent to effectuate a board action.

It’s important here to check your state law and your bylaws. They might address whether you can get written consent by less than all your directors, what forms of electronic transmissions work for the consents – and when the consent is considered “effective.”

Here are 5 things you should know about unanimous written consents:

• Don’t use for topics that require real deliberation
• Don’t use because a handful of directors deliberated
• Preview big items at prior board meetings
• Not all board actions require formal approval
• Check state law for electronic signatures & effective dates

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