A Consent to Action Without Meeting, commonly called a “resolution,” is a written document that
records an action or resolution authorized by the board of directors (or shareholders) of a
corporation. It is also known as a resolution in lieu of meeting. Where a directors’ meeting or
shareholders’ meeting can not be held, the same matters can be authorized by a Consent to Action
Without Meeting that is signed by all the directors or shareholders, as the case may be.
