Understanding the Importance and Function of a Written Action of the Board of Directors

In the realm of corporate governance, the decision-making processes of a company’s board of directors play a crucial role in shaping its strategies, policies, and overall direction. While formal meetings are commonly used for deliberation and decision-making, there are instances when circumstances require prompt actions without waiting for the next scheduled meeting. This is where a “Written Action of the Board of Directors” comes into play. In this article, we will delve into the concept, purpose, significance, and procedures surrounding a Written Action of the Board of Directors.

Defining a Written Action of the Board of Directors

A Written Action of the Board of Directors refers to a documented resolution or decision made by the board outside of a formal meeting. This mechanism allows the board to take timely and necessary actions, often in response to urgent matters or situations that cannot wait until the next scheduled meeting. It is a legal tool that empowers the board to make decisions effectively, ensuring the company’s operational efficiency and responsiveness.

Purpose and Significance

The utilization of a Written Action serves several significant purposes:

  1. Timeliness: The primary purpose of a Written Action is to expedite decision-making. In rapidly changing business environments, companies often encounter situations that require immediate action. A Written Action enables the board to respond promptly, minimizing delays and potential negative consequences.
  2. Flexibility: Written Actions provide flexibility in conducting board business. They offer an alternative to convening a formal meeting, making it possible for directors to participate and contribute remotely or asynchronously, especially when physical attendance is not feasible.
  3. Efficiency: By avoiding the need to convene a formal meeting for every decision, companies can optimize the use of directors’ time and resources. Routine or minor decisions can be resolved efficiently through a Written Action, leaving more substantial matters for formal meetings.
  4. Record Keeping: A Written Action serves as a permanent record of the board’s decisions. This documentation is crucial for transparency, accountability, and compliance with legal and regulatory requirements.

Procedures for Executing a Written Action

While a Written Action provides flexibility, it is essential to follow proper procedures to ensure its validity and legitimacy:

  1. Initiation: A Written Action is typically initiated by a board member or a corporate officer authorized by the board. The initiator drafts the resolution and circulates it among fellow directors for review and consideration.
  2. Approval: Directors signify their agreement by signing the written resolution. The resolution must garner sufficient support to meet any quorum and voting requirements specified in the company’s bylaws or governing documents.
  3. Timeframe: There is a specific timeframe within which directors must respond and sign the resolution. This timeframe is usually dictated by the urgency of the matter and the company’s internal policies.
  4. Unanimous Consent: In many cases, a Written Action requires unanimous consent from all directors. However, depending on the jurisdiction and the company’s bylaws, a majority or supermajority vote may suffice for certain decisions.
  5. Documentation: Once all required signatures are obtained, the Written Action is considered adopted. It should be duly documented, dated, and stored in the company’s records for future reference.

Conclusion

The Written Action of the Board of Directors serves as a valuable tool in the modern landscape of corporate governance. Its ability to facilitate timely and flexible decision-making ensures that companies can effectively navigate challenges and capitalize on opportunities. By understanding the purpose, significance, and proper procedures for executing a Written Action, boards of directors can harness this mechanism to enhance their responsiveness, efficiency, and overall effectiveness in steering the organization towards success.

Video Transcript

What is the Difference Between Meeting Minutes and Written Actions?

In short, meeting minutes are the record of what happened at a meeting of people.

A written action is a document that says these people who form, like a board of directors or shareholders, have agreed to a specific action. Now the people at a meeting (like a shareholders’ meeting) have a right to pass resolutions, and those resolutions would be recorded in the meeting minutes. So sometimes, instead of having an actual meeting, the people just sign a written action so you don’t actually have to call a meeting and call attendance and keep minutes of the meeting and have a record of the resolution. All you do is grab that resolution, put it over in a written action, and then the people who would normally attend that meeting sign off and say, “I support this resolution (or this written action.)”

What is a Written Action of the Board of Directors?

A corporation is governed by a board of directors, usually. If you are the sole owner of a corporation, you might be the only member of the board of directors, but there still is technically a board because corporate law requires a board. So you might be the shareholder, the board member, and the president and CEO. In fact, you might be the only employee in the company, and that is just fine.

But in a corporation, you do have a board of directors, even if you haven’t necessarily acknowledged that. A written action of the board of directors is a document that says the board members authorized to take a particular action are now taking that action. So, for example, a written action might say, “The CEO is hereby directed to establish a bank account at this particular bank for the business,” The CEO will be held accountable for the following metrics,” or “The CEO is removed,” or “The director of marketing is hereby terminated.” So whatever action can be taken in a company by a particular body, like a board of directors, rather than having a meeting and a resolution passed, you can just have a signed written action.

Conclusion

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