Consent of Directors
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- Notifying the directors who have not signed a consent is often required by a corporation’s bylaws. If fewer than all directors sign a consent, send a copy to those who didn’t sign so they know what’s happened and can ask for a meeting to reopen the issue if they disagree.
- Do not use a written consent of directors as a mechanism for avoiding open discussion of controversial issues. Cutting off even one dissenting voice can be a recipe for a lawsuit in any small corporation.
Directors may document their actions by signed, written “consents” instead of holding meetings, voting on issues and recording the votes in minutes.