Action by Written Consent
A procedure by which shareholders or directors take formal corporate action without holding a meeting, by signing a written consent that specifies the action taken. The consent has the same effect as a vote at a duly-called meeting.
Action by written consent is a procedure by which shareholders or directors take formal corporate action without holding a meeting, by signing a written consent that specifies the action taken. The consent has the same effect as a vote at a duly-called meeting.
Default rule for shareholders
Under § 6.202, an action that may be taken at a shareholder meeting may be taken without a meeting if a written consent signed by the holders of all shares entitled to vote on the action sets forth the action. The default is unanimous written consent.
Less-than-unanimous consent
Under § 21.456 and § 6.202(c), the certificate of formation may permit shareholder action by written consent of holders of the minimum number of shares that would be required to approve the action at a meeting at which all shareholders entitled to vote were present (typically a majority for ordinary matters, two-thirds for fundamental actions).
Director consent
Under § 21.416, the board of directors may take any action by unanimous written consent of all directors, unless the certificate or bylaws provide otherwise. The Texas default for directors is unanimous written consent, Texas does not allow "majority" written consents at the board level absent express authorization in the governing documents.
Closely-held corporations routinely operate by written consent rather than formal meetings. The unanimous-consent default for shareholders is often modified by the certificate of formation to permit majority written consents, without that modification, a single dissenting shareholder can force any action to a formal meeting.