Corporate Board Meeting and Written-Consent Requirements in District of Columbia

At a glance

Requirements one by one

D.C. Code §§ 29-306.01 and 29-306.03 require a board of one or more individuals and place corporate powers, activities, and affairs under its authority, direction, and oversight, subject to the articles and an authorized shareholder agreement.

The statute does not name the meeting caller

D.C. Code §§ 29-306.20 to 29-306.23 govern regular and special meetings, but do not say that any individual director or officer may call one. The articles, bylaws, and valid board rules should therefore be checked for caller and scheduling authority. Meetings may be held inside or outside the District.

Regular meetings default to no notice. Special meetings require at least two days' notice of date, time, and place unless the articles or bylaws set a longer or shorter period. Purpose is unnecessary unless those documents require it.

D.C. Code § 29-301.03 supplies general notice mechanics. Notice generally is in writing unless oral notice is reasonable; electronic delivery ordinarily requires consent and specified transmission information, though the articles or bylaws may authorize or require electronic director-meeting notices. The section separately determines when physical, mail, electronic, and oral notice becomes effective.

A director may sign a written waiver before or after the stated meeting time; it must be filed with minutes or corporate records. Attendance also waives notice unless the director timely objects and does not later vote for or assent to meeting action.

Remote participants must hear one another simultaneously

Unless the articles or bylaws say otherwise, § 29-306.20 permits any or all directors to participate by, or conduct the meeting through, a communication method by which all participating directors simultaneously hear each other. Qualifying participation counts as presence in person.

A variable board has a special denominator

D.C. Code §§ 29-306.24 and 29-306.25 distinguish a fixed board from a variable range. Default quorum is a majority of the fixed number. For a variable-range board, it is a majority of the prescribed number or, if none is prescribed, the number in office immediately before the meeting begins. The articles or bylaws may require more or reduce quorum no lower than one-third of the fixed or prescribed number.

With quorum present when the vote occurs, a majority of directors present acts unless the articles or bylaws require more. The statute does not say that quorum survives withdrawals, so confirm quorum when the vote is taken.

Dissent and abstention defeat presumed assent

A present director is deemed to assent unless the director timely objects to the meeting, has dissent or abstention entered in the minutes, or delivers written dissent or abstention to the presiding officer before adjournment or to the corporation immediately afterward. A director who votes for the action cannot use that route.

Every director must deliver consent

Section 29-306.21 permits action without a meeting unless the articles or bylaws require meeting action. Each director must sign a consent in a record describing the proposed action and deliver it to the corporation. The board acts when unrevoked consents signed by all directors have been delivered.

A consent may specify when the action becomes effective. A director may revoke by a signed revocation delivered before the corporation receives the complete set of unrevoked consents. Because the ordinary route is unanimous, the statute does not add notice to nonconsenting directors.

Committee formation uses the greater approval count

The board may create a committee of one or more directors unless the statute or governing documents say otherwise. Formation and appointments require the greater of a majority of all directors then in office or the governing-document count required for board action. The meeting, notice, waiver, quorum, vote, and consent provisions apply to committees.

A committee cannot approve distributions outside a board-set formula or limit, approve or propose shareholder-required action, fill board vacancies, or adopt, amend, or repeal bylaws. The statute also allows board-appointed alternates and, by default, unanimous appointment of another director by nondisqualified committee members present when a member is absent or disqualified.

The records are permanent

D.C. Code § 29-313.01 requires permanent minutes of board meetings and records of board action without a meeting and committee action in place of the board. Records may be written or kept in another form convertible into writing within a reasonable time.

What trips people up

One-third is a floor, not the default

Default quorum remains a majority. The articles or bylaws must affirmatively authorize a lower quorum, and they cannot reduce it below one-third of the fixed or prescribed board number.

Common questions

May any D.C. director call a special meeting?

The cited Business Corporation Act provisions do not say so. Check the current articles, bylaws, and board rules instead of inferring caller authority from the right to attend or receive notice.

Can a D.C. board consent be electronic?

The statute asks for a signed consent “in a record,” not necessarily paper, but every director must deliver the consent to the corporation. Confirm that the chosen electronic record and signature method satisfies applicable law and the governing documents.

Does valid procedure approve every underlying transaction?

No. Distributions, mergers, charter amendments, conflict transactions, share issuances, and other extraordinary action may have separate statutory, contractual, shareholder, filing, or fiduciary requirements.

Statutes and sources

• D.C. Code, Title 29, Chapter 3 (official full text)