Understanding Written Action of the Members: A Powerful Tool for Decision-Making

In the world of corporate governance and decision-making, the Written Action of the Members (WAM) is a significant tool that allows members of an organization to make decisions and take actions outside of a formal meeting. This versatile method offers flexibility, efficiency, and convenience, while still adhering to the principles of transparency and accountability. In this article, we delve into the concept of Written Action of the Members, its benefits, requirements, and implications for businesses and organizations.

Defining Written Action of the Members

A Written Action of the Members (WAM), sometimes referred to as a “Unanimous Written Consent” or “Consent in Lieu of Meeting,” is a legal mechanism that enables members of a corporation, limited liability company (LLC), partnership, or other similar entities to make decisions and enact resolutions without convening a physical or virtual meeting. This written process allows members to avoid the formalities of a traditional meeting while still effecting important changes within the organization.

Benefits of Written Action of the Members

  1. Efficiency and Convenience: One of the primary advantages of utilizing a WAM is its efficiency. Traditional meetings require scheduling, coordination, and time commitment from participants. With a WAM, members can make decisions asynchronously, streamlining the decision-making process.
  2. Flexibility: Written Actions of the Members offer flexibility in terms of location and time. Members can review documents, deliberate, and vote on matters at their own convenience, which is particularly beneficial for organizations with members spread across different time zones.
  3. Quorum Requirement Simplification: Traditional meetings often require a minimum number of attendees, known as a quorum, to be valid. In contrast, a WAM may allow decisions to be made without the need for a quorum, ensuring that decisions can be made even if a physical meeting would not have been possible due to low attendance.
  4. Documented Record: Written Actions are typically documented and signed by all participating members, creating a clear and accessible record of the decision-making process. This documentation can be valuable for legal and audit purposes.

Requirements and Considerations

While a Written Action of the Members provides flexibility and efficiency, there are certain requirements and considerations that must be taken into account:

  1. Unanimity or Supermajority: Depending on the governing documents of the organization, decisions made through a WAM may require unanimous consent or a specified supermajority. This ensures that decisions are truly representative of the collective will of the members.
  2. Notification and Review: Members must be adequately notified of the proposed action and provided with sufficient time to review relevant documents and information before casting their votes.
  3. Signature and Record Keeping: Each member participating in the Written Action must sign the document, affirming their agreement with the proposed action. Proper record-keeping is essential to maintain transparency and uphold the validity of the decision.
  4. Legal Compliance: It is crucial to ensure that the organization’s governing documents and applicable laws allow for decisions to be made through a Written Action. Legal consultation may be necessary to confirm compliance.

Implications for Businesses and Organizations

The Written Action of the Members offers organizations a powerful tool for agile decision-making and operational efficiency. However, it is essential to strike a balance between convenience and robust decision-making processes. Organizations should consider the nature of the decision, the level of member engagement, and the potential impact on stakeholders when opting for a Written Action.


In an era where flexibility, efficiency, and adaptability are paramount, the Written Action of the Members emerges as a valuable instrument for decision-making within organizations. By embracing this method, businesses and entities can navigate the complexities of modern governance while maintaining transparency, accountability, and legal compliance. As technology continues to reshape the way we interact and collaborate, the Written Action of the Members stands as a testament to the evolving landscape of corporate governance.

Video Transcript

What is a Written Action of the Members?

Members are owners of an LLC. So a written action of the members is whenever the owners get together and agree on some sort of action that should be taken within the company. Just like if a president said to somebody, “We are implementing this particular HR policy,” the members of an LLC can say, “We are doing this,” or “We are doing that.” For example, the president is prohibited from buying any more real estate, or the president will obtain member approval of any future transactions exceeding $100, 000. The members of an LLC are essentially shareholders, but we call them members in the LLC context.

So a written action of members in an LLC is simply the members agreeing on some order or some command or some decision. And instead of actually meeting and having a resolution passed, they are just signing off on that. So that is the purpose of a written action in an LLC when it is signed by members of the LLC.


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