Kentucky: Corporate Board Meeting and Written-Consent Requirements

Requirements one by one

The board ordinarily directs the corporation

Kentucky's governing statute is the Kentucky Business Corporation Act, KRS
Chapter 271B. Under § 271B.8-010, corporate powers ordinarily are exercised by
or under the board's authority and the corporation's affairs are managed under
its direction, subject to the articles.

Section 271B.8-030 permits one or more directors and lets the articles or bylaws
fix a number or variable range. A separate rule lets a corporation with fifty or
fewer shareholders dispense with or limit board authority only by describing
in its articles who will perform the board duties.

Ordinary callers and adjournment depend on governing documents

Section 271B.8-200 permits regular and special meetings in or outside Kentucky,
but the board-meeting provisions do not name a default ordinary caller or a
general adjournment procedure. The current articles and bylaws therefore matter
for those mechanics.

Kentucky has a separate catastrophic-emergency route. Section 271B.2-070 lets
emergency bylaws change call procedures, quorum, and substitute-director rules
when a quorum cannot readily be assembled. Section 271B.3-030 then permits
notice to only those directors practicable to reach, by any practicable method,
and allows officers to be treated as directors as needed for quorum.

Special meetings default to two days' notice

Regular meetings may occur without notice unless the articles or bylaws say
otherwise. Special meetings require at least two days' notice of date, time,
and place unless those documents set a longer or shorter period. Purpose is not
required unless the articles or bylaws require it.

Section 271B.1-410 recognizes personal, mail, other delivery, telephone, voice
mail, and electronic notice. A director may waive notice before or afterward by
a signed writing filed with the minutes or records. Attendance also waives
notice unless the director timely objects and then does not vote for or assent
to the action.

Remote participation must be simultaneous

Unless the articles or bylaws provide otherwise, § 271B.8-200(2) lets the board
permit any or all directors to use a communication method through which all
participants can simultaneously hear each other. Qualifying participation
counts as presence in person. An asynchronous email exchange is not a remote
meeting under that standard.

Fixed and variable boards use different quorum baselines

For a fixed board, § 271B.8-240 uses the fixed number of directors. For a
variable-range board, it uses the prescribed number or, if none is prescribed,
the number in office immediately before the meeting begins. A majority of the
relevant number is the default quorum.

The articles or bylaws may require more or authorize less, but a reduced quorum
cannot be below one-third of the fixed or prescribed number. The ordinary vote
rule requires quorum when the vote is taken, so it does not preserve action
after quorum has been lost.

A majority present acts, and presence can imply assent

With quorum present, the affirmative vote of a majority of directors present is
the ordinary act of the board unless the articles or bylaws require more.

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

Written action defaults to unanimity and last-signature effect

Unless the articles or bylaws provide otherwise, § 271B.8-210 requires action
by all board members. One or more written consents must describe the action,
each director must sign, and the consents must be included in the minutes or
filed with the corporate records.

The action becomes effective when the last director signs unless the consent
specifies a different effective date. The section states no separate delivery,
collection-period, revocation, or nonconsenter-notice procedure. Chapter 271B's
definition of signature includes manual, facsimile, conformed, and electronic
signatures.

Committees may have one director but retain listed limits

Section 271B.8-250 lets the board create one or more committees and appoint one
or more directors to each. Creation and appointment require the greater of a
majority of all directors in office or the governing-document number required
for board action. Sections 271B.8-200 through 271B.8-240 apply to committees.

A committee cannot authorize distributions outside a board-prescribed formula
or limit, approve or propose shareholder-required action, fill board vacancies
or most committee vacancies, or adopt, amend, or repeal bylaws. The board may
appoint alternates, and the statute provides a unanimous present-member
substitution route unless the governing documents or creating resolution say
otherwise.

Board and committee action belongs in permanent records

Section 271B.16-010 requires permanent minutes of board meetings and permanent
records of board action without a meeting and committee action taken in the
board's place. Records may be written or reasonably convertible into writing.

That record rule does not decide director-duty, conflict, public-company,
benefit-corporation, securities, or disputed-authority questions; those remain
outside this procedural survey.

What trips people up

The variable-board formula can use a prescribed number even when vacancies
exist. If no number within the range has been prescribed, the denominator
instead becomes the number in office immediately before the meeting begins.

Filing the consent with the records is required, but it is not the ordinary
effective event. Section 271B.8-210 makes the last director's signature the
default effective event unless the consent itself specifies another date.

A one-director committee is possible, but creating and staffing it still uses
the board-wide approval threshold in § 271B.8-250(2).

Common questions

Can the articles or bylaws change the unanimous-consent default?

Yes. Section 271B.8-210 begins with “Unless the articles of incorporation or
bylaws provide otherwise.” The governing documents must be checked before
assuming that the statutory unanimity default controls.

Does Kentucky require the purpose in special-meeting notice?

Not by default. Section 271B.8-220 requires date, time, and place but says the
purpose is unnecessary unless the articles or bylaws require it.

Does abstaining automatically preserve dissent?

No. The abstention or dissent must be entered in the minutes or preserved by
the statutory written-notice route, unless the director timely objected to the
meeting itself. A director who votes for the action cannot later claim the
statutory dissent or abstention protection.

Statutes and sources

• KRS 271B.1-010, 271B.1-400, and 271B.1-410 — Act name, domestic-
  corporation scope, delivery/signature definitions, and notice methods.
  Current official section PDFs, accessed August 16, 2026:
  https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13301,
  https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=45776, and
  https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=42379
• KRS 271B.2-070 and 271B.3-030 — emergency bylaws, practicable notice,
  substitute directors, and catastrophic-event boundary. Current official
  section PDFs, accessed August 16, 2026:
  https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13323 and
  https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13326
• KRS 271B.8-010, 271B.8-030, and 271B.8-200 through 271B.8-250 — board
  authority and size, meetings, remote participation, consent, notice, waiver,
  quorum, voting, dissent, and committees. Current official section PDFs,
  accessed August 16, 2026:
  https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13372,
  https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=40428,
  https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13382,
  https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13384,
  https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13385,
  https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13386,
  https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13387, and
  https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13388
• KRS 271B.16-010 — permanent board and committee records. Current official
  section PDF, accessed August 16, 2026:
  https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=36657