Yes. Most state corporation laws afford directors and shareholders the right to conduct corporate business without a meeting so long as the participants all agree on the corporate action to be taken and record the action or resolution in written form. Stated in another way, the shareholders or directors can consent in writing to corporate action without holding a meeting so long as all of the participants agree. This is a common and convenient way to conduct corporate business. It takes much less time than holding a meeting, and some corporate experts believe it is a more precise way to conduct corporate business because the corporate action or resolution must be precisely stated in writing.
When minutes are prepared, the written document summarizes the secretary’s thoughts and impressions about what happened at the meeting, which may or may not be accurate. This practice also avoids the need for notice of a meeting because it can only be done if all participants are in agreement and sign the document. The document most commonly used is called a “Consent in Lieu of Corporate Meeting” or “Memorandum of Corporate Action Without A Meeting.”