Nonprofit Corporation Board Action Without a Meeting by State
When may an ordinary domestic nonprofit corporation's board or board committee act without a meeting, who must consent, what notice, form, delivery, record, revocation, and effective-time rules apply, and what effect does the consent have?
Jurisdictions
All 51 verified
Statutes checked
Every entry, oldest check October 1, 2026
Columns
9 per state
Access
Free, no account needed
What this survey covers
This survey compares how an ordinary nonprofit board or authorized board committee can act by signed consent without holding a meeting. The key questions are who must sign, whether directors who do not sign receive notice or may object, what record must reach the corporation, and when the action takes effect. Member action and substantive approval of a merger, dissolution, or other transaction are separate.
Why the columns stay separate
Florida's § 617.0821 ordinarily requires every director or committee member to sign and deliver a consent describing the action. Texas § 22.220 permits a lower signer threshold when the certificate or bylaws authorize its procedure, and requires prompt notice to nonconsenting directors or committee members. Virginia § 13.1-865 allows an articles-authorized lower threshold with advance notice and an objection route, subject to its current-law exclusions. Wyoming § 17-19-821 ordinarily requires all board members to sign and puts the consent in the corporate records. These thresholds, notices, and records should be read separately.
Florida's text also distinguishes signing from delivery: action ordinarily takes effect when the last director signs and delivers the consent, unless it specifies a different effective date. A revocation delivered before all unrevoked consents reach the corporation can prevent the proposed action from taking effect. These steps matter even when everyone agrees with the result.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
Scroll sideways in the table to see all columns →
| State | Governing law and documents | Covered actions and limits | Required consent threshold | Notice and objection | Committee action | Form, signature, and electronic method | Delivery and records | Effective time and revocation | Legal effect and exceptions |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-10-01 | Nonprofit Corporation Act § 10A-3A-8.21; certificate or bylaws may require board meeting; committee rule in § 10A-3A-8.25(c) |
Action required or permitted by ch. 3A to be taken by board; committee limited by delegated authority and express exclusions (§§ 10A-3A-8.21(a), -8.25(d)) |
Each director must sign and deliver; action is board act when all signed consents delivered (§ 10A-3A-8.21(a)–(b)) |
§ 10A-3A-8.21 requires every director's delivered consent; it gives no separate notice or objection route |
Board action rules §§ 10A-3A-8.20–.24 apply to board committees and members; delegated-power exclusions apply (§ 10A-3A-8.25(c)–(d)) |
Each director signs a consent in a record describing action; § 10A-3A-8.21 does not specify an electronic-signature method |
Each signed consent delivered to nonprofit corporation; delivery of all is action trigger (§ 10A-3A-8.21(a)–(b)) |
Future time/event within 60 days of instruction, with evidence to corporation; signed revocation delivered before all unrevoked consents are delivered (§ 10A-3A-8.21(b)) |
Same effect as board meeting action; may be described that way in any document (§ 10A-3A-8.21(c)) |
| Alaska verified 2026-10-01 | Alaska Nonprofit Corporation Act § 10.20.695; separate executive-committee authority in § 10.20.111 |
Action required or permitted at member or director meeting under ch. 10.20 (§ 10.20.695(a)) |
All directors sign written consent for board action; no lesser board threshold stated (§ 10.20.695(a)) |
Unanimous director consent under § 10.20.695; no separate consent notice or objection route stated there |
§ 10.20.695 does not name committee members; § 10.20.111 permits delegated executive-committee authority but states no separate consent method |
Written consent setting out action, signed by all directors; § 10.20.695 states no separate electronic method |
§ 10.20.695 states no consent-specific delivery/minutes-filing step; § 10.20.131(a) requires minutes of board/authorized committee proceedings |
§ 10.20.695 specifies the signed-consent route without a separate effective-time or revocation mechanism |
Consent has same effect as unanimous vote; may be described that way in filed articles/documents (§ 10.20.695(b)) |
| Arizona verified 2026-10-01 | Arizona nonprofit corporation chapters 24–40, § 10-3821; articles or bylaws may provide otherwise |
Action required or permitted at directors’ meeting under nonprofit chapters (§ 10-3821(A)) |
All directors sign; consent has effect of meeting vote (§ 10-3821(A), (C)) |
§ 10-3821 requires every director’s consent; no separate proposed-action notice or objection procedure stated |
Board consent rule applies to committee members; committee acts only within delegated powers and statutory limits (§ 10-3825(C)–(E)) |
One or more written consents describe action, signed by each director; electronic signature allowed (§ 10-3821(A), (E)) |
Written consents included in minutes filed with corporate records (§ 10-3821(A)) |
Effective at last signature unless different date specified; signed revocation to president/secretary before last signature (§ 10-3821(B), (D)) |
Effect of meeting vote; may be described that way in any document; governing documents may vary (§ 10-3821(A), (C)) |
| Arkansas verified 2026-10-01 | 1993 Nonprofit Corporation Act § 4-33-821 governs post-1993 corporations and older opt-ins (§ 4-33-1701); articles or bylaws may provide otherwise |
Action required or permitted at a board meeting; committee authority remains subject to § 4-33-825(d)–(e) |
All board members must take action and each director sign; § 4-33-821 gives no quorum substitute |
All-director consent under § 4-33-821; that section states no separate advance notice, later notice, or objection route |
§ 4-33-825(c) applies board consent procedure to committees; each committee member signs, within delegated power and § 4-33-825(e) exclusions |
One or more written consents describing action; each director signs by any reasonable means, including facsimile signature or electronic image (§ 4-33-821(a), (e)) |
Consent may reach corporation by electronic communication, including fax or email; include signed consents in minutes filed with corporate records (§ 4-33-821(a), (c)) |
Effective when last director signs unless consent specifies different date; § 4-33-821 states no separate revocation procedure |
Signed consent has effect of meeting vote; committee may not take actions barred by § 4-33-825(e) |
| California verified 2026-10-01 | Corporations Code §§ 5211(b), 7211(b), and 9211(b) govern public benefit, mutual benefit, and religious corporations respectively; articles/bylaws may alter the vacancy route under §§ 5224(a), 7224(a), and 9224(a). |
Any action required or permitted to be taken by the board; the consent provision reaches board action, while vacancy filling has a special route and removal vacancies have distinct member rules (§§ 5211(b), 7211(b), 9211(b), 5224(a), 7224(a), 9224(a)). |
All directors individually or collectively consent in writing, and directors then in office constitute a quorum; qualifying interested/common directors may abstain in writing if statutory findings and sufficient disinterested approval are recorded. Certain below-quorum vacancies may be filled by unanimous written consent of remaining directors (§§ 5211(b), 7211(b), 9211(b), 5224(a), 7224(a), 9224(a)). |
The unanimous written-consent clauses specify no separate proposed-action or post-action notice or objection procedure; their written-abstention route depends on the specified conflict safeguards, not notice to a nonconsenter (§§ 5211(b), 7211(b), 9211(b)). |
Each consent section applies to board committees mutatis mutandis; the committee acts within its own authority, with the board-consent procedure adapted to its members (§§ 5211(d), 7211(d), 9211(d)). |
Directors consent individually or collectively in writing to the action; written-abstention exception also requires written abstention and recorded facts. These consent clauses state no consent-specific electronic method, signature date, or collection period (§§ 5211(b), 7211(b), 9211(b)). |
File the written consent or consents with minutes of the board proceedings; the consent clauses do not make separate delivery to the corporation an express effectiveness event (§§ 5211(b), 7211(b), 9211(b)). |
The consent clauses confer vote effect on a qualifying written action but state no separate last-signature, delivery, future-date, or revocation clock; check governing documents and action-specific rules (§§ 5211(b), 7211(b), 9211(b)). |
Written action satisfying the rule has the same force and effect as a unanimous director vote. Qualified interested/common directors may abstain under class-specific conditions; limited below-quorum vacancy filling is separately permitted (§§ 5211(b), 7211(b), 9211(b), 5224(a), 7224(a), 9224(a)). |
| Colorado verified 2026-10-01 | Nonprofit Act § 7-128-202; bylaws may provide otherwise; committee default subject to bylaws (§ 7-128-206(3)) |
Action required or permitted at board meeting under arts. 121–137 (§ 7-128-202(1)); committee limited to delegated authority (§ 7-128-206(4)) |
Unrevoked written yes votes at least equal votes needed if all sitting directors were present and voted (§ 7-128-202(3)(a)) |
Written notice to each director states action, response deadline, and silence's effect; any unrevoked timely written demand blocks action without meeting (§ 7-128-202(1)–(4)) |
Board consent procedure applies to committees and members unless bylaws provide otherwise; committee authority has express limits (§ 7-128-206(3)–(4)) |
Written notice and votes/abstentions/demands; writing identifies director, response, and action; fax, email, or other electronic transmission allowed unless bylaws provide otherwise (§ 7-128-202(1), (7)) |
Corporation must receive votes, demands, and revocations; file all writings with board minutes (§ 7-128-202(3), (5), (7), (9)) |
Default: notice's response deadline; notice may set different effective date; written votes, abstentions, and demands revocable if received by deadline (§ 7-128-202(5)–(6)) |
Same effect as action at directors' meeting; may be described as such in any document (§ 7-128-202(8)) |
| Connecticut verified 2026-10-01 | Revised Nonstock Corporation Act § 33-1097; certificate/bylaws may specifically require board meeting |
Action required or permitted by §§ 33-1000–1290 to be taken by board; committee only within delegated powers (§§ 33-1097(a), 33-1101(d)–(e)) |
Each director signs; board act upon delivery of all signed consents (§ 33-1097(a)–(b)) |
§ 33-1097 requires each director's signed delivered consent; no separate consent notice or objection process stated |
§§ 33-1095–1100, including consent rule, apply to committees/directors; delegated-power limits remain (§ 33-1101(c)–(e)) |
Each director signs consent describing action taken or to be taken (§ 33-1097(a)) |
Each consent delivered to corporation; all delivered unrevoked consents trigger board act (§ 33-1097(a)–(b)) |
Consent may state effective time; director may withdraw by signed revocation delivered before all unrevoked consents delivered (§ 33-1097(b)) |
Consent has effect of action taken at board meeting and may be described that way (§ 33-1097(c)) |
| Delaware verified 2026-10-01 | Delaware General Corporation Law § 141(f), (j); certificate/bylaws may restrict consent route |
Action required/permitted at board or committee meeting; committee delegation and exclusions in § 141(c)(2) |
All governing-body or committee members consent (§ 141(f)); meeting quorum is not the threshold |
Unanimous consent under § 141(f); no separate advance/later notice or objection route stated there |
§ 141(f) covers committee consent by all members; § 141(c)(2) limits delegated committee authority |
Written or electronic transmission; § 116(a)(2) permits manual, facsimile, conformed, or electronic signatures |
Consent may be documented, signed/delivered under § 116; after action, filed with minutes in same paper/electronic form (§ 141(f)) |
Future time/event within 60 days of instruction/provision; signer must then be member; revocable before effective (§ 141(f)) |
Consent takes action without meeting; § 141(c)(2) committee limits and certificate/bylaw restrictions apply |
| District of Columbia verified 2026-10-01 | D.C. Code § 29-406.21; articles or bylaws may require board action at a meeting |
Action required or permitted by nonprofit chapter to be taken by the board (§ 29-406.21(a)); committee authority limited by § 29-406.25(d)–(e) |
Each director signs; for a board committee, each committee member (§§ 29-406.21(a), 29-406.25(c)) |
§ 29-406.21 states a unanimous delivery rule; it states no separate notice or objection procedure |
Board committee and members follow §§ 29-406.20–.24; delegated powers and exclusions in § 29-406.25(c)–(e) |
Signed record describing action; “record” includes retrievable electronic information; “sign” includes an intended electronic symbol/process (§§ 29-406.21(a), 29-101.02(42), (45)) |
Deliver signed consents to corporation; keep permanent action record and past 3 years at principal office (§§ 29-406.21, 29-413.01(a), (e)(3)) |
Board acts on delivery of all signed consents; consent may specify effective time; signed revocation may be delivered before sufficient unrevoked consents (§ 29-406.21(b)) |
Same effect as board meeting action; may be described as such; committee powers remain limited (§§ 29-406.21(c), 29-406.25(e)) |
| Florida verified 2026-10-01 | Fla. Stat. § 617.0821 governs nonprofit board and committee action without a meeting; articles/bylaws may provide otherwise |
Action required or permitted by ch. 617 at a board or committee meeting; committee's delegated authority remains limited by § 617.0825(3) |
All members of board or committee must take the action and sign by default; § 617.0821(1) does not state a meeting-quorum substitute |
Unanimous default in § 617.0821; that provision states no separate advance notice, later notice to nonconsenters, or objection procedure |
Covers board committees with each committee member signing; § 617.0825(3) excludes member-required actions, vacancies, and bylaw changes; advisory committees cannot bind corporation (§ 617.0825(8)) |
One or more written consents describing action, signed by each director or committee member; § 617.0821 itself states no separate electronic execution method |
Signed consent delivered to corporation (§ 617.0821(1)); corporation keeps record of board actions without meeting and committee actions on its behalf (§ 617.1601(1)(d)) |
Effective when last director signs and delivers, unless consent specifies different date; signed revocation may be delivered before all unrevoked director consents reach corporation (§ 617.0821(2)) |
Signed consent has effect of meeting vote (§ 617.0821(3)); committee powers and member-approval reservations remain separate (§ 617.0825(3)) |
| Georgia verified 2026-10-01 | O.C.G.A. § 14-3-821; articles/bylaws may disallow consent or specifically permit a lower threshold, subject to a board-majority floor. |
Action required or permitted by Chapter 3 at a directors meeting (§ 14-3-821(a)); committees remain limited by § 14-3-825(d). |
All board members by default; articles/bylaws may specifically permit fewer, but at least a majority of the board (§ 14-3-821(c)); committee members follow § 14-3-825(c). |
§ 14-3-821 prescribes consent and signed revocation, without a separate advance or later notice procedure. |
§ 14-3-825(c) applies board action-without-meeting rules to committees and their members; committees may not take reserved actions under § 14-3-825(d). |
One or more written or electronically transmitted consents describing action, signed by required directors; manual, facsimile, conformed, or electronic signatures allowed unless documents vary (§ 14-3-821(c), (f)). |
Deliver consents to corporation for minutes and corporate records; paper filing for paper minutes, electronic filing for electronic minutes (§ 14-3-821(c)). |
Effective when last required signed consent reaches corporation unless consent names another date; signed revocation delivered before required unrevoked consents arrive withdraws consent (§ 14-3-821(b), (d)). |
Signed and delivered consent has effect of meeting vote and may be described as such (§ 14-3-821(e)); committee authority limited by § 14-3-825(d). |
| Hawaii verified 2026-10-01 | Hawaii Nonprofit Corporations Act § 414D-144; articles/bylaws may provide otherwise |
Action required or permitted at a board meeting under Chapter 414D; committee exclusions in § 414D-148(e) |
All board members take action and each director signs (§ 414D-144(a)) |
Unanimous consent under § 414D-144; no separate consent notice or objection route stated there |
§ 414D-148(c) applies board consent procedure to committees and members; delegated authority and subsection (e) limits apply |
One or more written consents describing action, each director signs; electronic/digital signature needs reasonable authentication (§ 414D-144(a), (d)) |
Consents included in minutes filed with corporate records (§ 414D-144(a)); permanent action record (§ 414D-301(a)) |
Effective when last director signs unless consent specifies different date (§ 414D-144(b)) |
Signed consent has effect of meeting vote; committee cannot take actions barred by § 414D-148(e) |
| Idaho verified 2026-10-01 | Idaho Nonprofit Corporation Act § 30-30-613; articles/bylaws may provide otherwise |
Action required or permitted at a board meeting under the act; committee authority limited by § 30-30-617(4)–(5) |
All board members take action and each director signs; no meeting-quorum substitute (§ 30-30-613(1)) |
Unanimous consent under § 30-30-613; no separate consent notice or objection route stated there |
§ 30-30-617(3) applies board consent rule to committees and members; delegated authority and subsection (5) exclusions apply |
One or more written consents describing action, signed by every director; § 30-30-613 states no separate electronic method |
Signed consents included in minutes filed with corporate records (§ 30-30-613(1)) |
Effective on last director's signature unless consent specifies different date (§ 30-30-613(2)) |
Signed consent has effect of meeting vote; committee cannot take actions listed in § 30-30-617(5) |
| Illinois verified 2026-10-01 | 805 ILCS 105/108.45; articles or bylaws may specifically prohibit the written-consent route. |
Actions required by the Act at a board meeting or otherwise possible at a board or committee meeting (§ 108.45(a)); committee authority remains limited by § 108.40(c). |
All directors and any nondirector committee members entitled to vote on the subject, or all committee members for committee action (§ 108.45(a)). |
§ 108.45 requires unanimous written approval; it sets no separate advance notice, later notice, or objection route. |
All members of an authorized committee approve in writing (§§ 108.40(b), 108.45(a)); committee must have delegated authority (§ 108.40(c)). |
Consent and one or more approvals in writing, each stating the action and providing a written record of approval (§ 108.45(a)-(b)); no separate electronic method in that section. |
Deliver every written approval to the secretary for filing in corporate records (§ 108.45(b)). |
Effective when all required directors or committee members approve, unless consent specifies a different effective date; § 108.45 gives no separate revocation mechanism (§ 108.45(b)). |
Unanimous-consent action has the effect of a unanimous vote and may be stated as such in a Secretary of State filing (§ 108.45(c)); committee authority is limited (§ 108.40(c)). |
| Indiana verified 2026-10-01 | Indiana Nonprofit Corporation Act § 23-17-15-2; articles or bylaws may provide otherwise |
Action required or permitted at board meeting by Article 23-17 (§ 23-17-15-2(a)) |
All board members act; each director signs; consent has effect of meeting vote (§ 23-17-15-2(a), (c)) |
§ 23-17-15-2 requires all-director consent; no separate proposed-action notice or objection step stated |
Board consent rule applies to committees and members; delegated powers remain limited (§ 23-17-15-6(c)–(e)) |
At least one written consent describes action and is signed by each director; § 23-17-15-2 states no distinct electronic method |
Consents included in minutes or filed with corporate records; § 23-17-15-2 states no separate delivery predicate |
Effective on last signature unless consent specifies prior or subsequent date; § 23-17-15-2 states no revocation sequence |
Same effect as meeting vote and may be described as such in any document (§ 23-17-15-2(c)) |
| Iowa verified 2026-10-01 | Revised Iowa Nonprofit Corporation Act § 504.822; articles/bylaws may require board meeting |
Action required or permitted by ch. 504 to be taken by board; committee limited by delegated powers and exclusions (§§ 504.822(1), 504.826(4)–(5)) |
Each director signs and delivers; all signed consents needed for board act (§ 504.822(1)–(2)) |
§ 504.822 uses each director's signed delivered consent; no separate consent notice or objection route stated |
§§ 504.821–.825 apply to committees and members; delegated-power limits remain (§ 504.826(3)–(5)) |
Consent describes proposed action and is signed by each director (§ 504.822(1)) |
Each consent delivered to corporation; all signed consents delivered create board act (§ 504.822(1)–(2)) |
Consent may set effective time; signed withdrawal delivered before all unrevoked consents delivered (§ 504.822(2)) |
Same effect as action at board meeting; may be described that way in any document (§ 504.822(3)) |
| Kansas verified 2026-10-01 | General Corporation Code § 17-6301(f) applies to nonstock governing bodies through subsection (j); articles/bylaws may restrict consent route |
Any action required or permitted at board or committee meeting, within committee authority (§ 17-6301(c), (f)) |
All board or committee members consent; meeting quorum or ordinary meeting vote does not replace unanimity (§ 17-6301(f)(1)) |
Unanimous consent under § 17-6301(f); that provision states no separate advance or later notice or objection procedure |
Expressly covers committees; all committee members consent within authority delegated under § 17-6301(c) |
Written or electronic transmission; documentation, signature, delivery under § 17-6016, including manual/facsimile/conformed/electronic signatures (§ 17-6301(f)(1)) |
Electronic delivery follows designated-system and retrieval rule (§ 17-6016(a)(1)(C)); after action file consents with board/committee minutes in matching paper/electronic form (§ 17-6301(f)(2)) |
Future time/event within 60 days of instruction; signer must be director then and not have revoked; revocable before that future time (§ 17-6301(f)(2)) |
Unanimous consent takes action without meeting; § 17-6301(f) states no separate meeting-vote equivalence phrase; nonstock articles may set different governance (§ 17-6301(j)) |
| Kentucky verified 2026-10-01 | KRS 273.375 board consent; articles or bylaws may provide otherwise |
Action required or permitted at board meeting under KRS 273.161–.390 (§ 273.375(1)) |
All board members; each director signs (§ 273.375(1)) |
§ 273.375 requires every director's signature and states no separate consent notice or objection step |
§ 273.375 names board action; § 273.221 delegates specified board powers to committees but gives no express committee-consent procedure |
One or more written consents describe action and are signed by each director (§ 273.375(1)) |
Include consents in minutes or file with corporate records reflecting action (§ 273.375(1)) |
Effective when last director signs unless consent specifies different effective date (§ 273.375(2)) |
Consent has effect of meeting vote and may be described as such in any document (§ 273.375(3)) |
| Louisiana verified 2026-10-01 | Nonprofit corporation board/committee written consent under La. R.S. § 12:224(E)(9) |
Any action that may be taken at board or committee meeting; committee acts only within delegated powers (§ 12:224(E)(8)–(9)) |
All directors, or all acting committee members, sign (§ 12:224(E)(9)) |
§ 12:224(E)(9) requires every actor's signature and states no separate written-consent notice or objection step |
Committee consent expressly allowed; all committee members sign; committee authority is delegated by resolution/articles/bylaws (§ 12:224(E)(8)–(9)) |
Consent in writing, signed by all directors or committee members; § 12:224(E)(9) states no separate electronic method |
File consent with records of board or committee proceedings (§ 12:224(E)(9)) |
§ 12:224(E)(9) states no distinct effectiveness date, advance-consent, or revocation rule |
Written consent may take any action that could be taken at board or committee meeting (§ 12:224(E)(9)) |
| Maine verified 2026-10-01 | Maine Nonprofit Corporation Act, 13-B M.R.S. § 707; articles/bylaws may provide otherwise |
Action required at directors' meeting or permitted at board/committee meeting under the Act (§ 707) |
All directors or all committee members sign; no lesser statutory consent threshold (§ 707) |
Unanimous consent under § 707; no separate consent notice or objection route stated there |
Same § 707 route for a committee; all its members sign; consents filed with committee meeting minutes |
Written consents setting forth action taken or to be taken, signed by every acting director/member; § 707 states no electronic method |
Consents filed with directors' or committee meeting minutes, as applicable (§ 707) |
Signatures allowed before or after intended effective date; § 707 gives no separate default date or revocation method |
Filed consents have same effect as unanimous vote (§ 707) |
| Maryland verified 2026-10-01 | General corporation law applies to nonstock corporations unless context or specific rule differs (§ 5-201); board consent under § 2-408(c) |
Any board or committee action required or permitted at a meeting (§ 2-408(c)) |
Unanimous consent of every board or committee member entitled to vote on the matter (§ 2-408(c)) |
§ 2-408(c) requires unanimous eligible-member consent and states no separate notice or objection route |
Committee members entitled to vote use the same unanimous-consent route (§ 2-408(c)) |
Consent sets forth action; given in writing or by electronic transmission by each eligible member (§ 2-408(c)) |
Consent filed in paper or electronic form with board or committee minutes; future assent delivered to corporation or agent (§ 2-408(c)–(d)) |
Future assent effective within 60 days of delivery, including on event; person must then be director and not have revoked; revocable before effective time unless consent says otherwise (§ 2-408(d)) |
Unanimous consent authorizes board/committee meeting action; § 5-201 applies general law unless specific nonstock rule differs |
| Massachusetts verified 2026-10-01 | Chapter 180, § 10C incorporates Chapter 156B, § 59; articles or bylaws may provide otherwise |
Any action required or permitted at a directors' meeting (ch. 156B, § 59) |
All directors consent in writing; consents count as meeting vote (ch. 156B, § 59) |
Section 59 requires all directors' written consent; it states no separate notice or objection route |
Section 59 states a board consent route; its committee sentence concerns telephone participation at a meeting |
Directors consent in writing; § 59 does not prescribe an electronic method or dated signature |
Written consents filed with records of directors' meetings (ch. 156B, § 59) |
Section 59 states no distinct effective-time, future-consent, or revocation sequence |
Consent treated for all purposes as vote at meeting; articles/bylaws may provide otherwise (ch. 156B, § 59) |
| Michigan verified 2026-10-01 | Michigan Nonprofit Corporation Act § 450.2525; articles or bylaws may prohibit action without a meeting |
Action requiring or permitting authorization voted at a board or committee meeting (§ 450.2525); committee authority remains limited by § 450.2527 |
All directors then in office or all committee members consent; meeting quorum does not replace unanimity (§ 450.2525) |
§ 450.2525 requires every member's consent; it does not state a separate notice or objection procedure |
All committee members consent; an assisting committee cannot exercise board management powers (§§ 450.2525, 450.2527(4)) |
Consent in writing or by electronic transmission; transmission must create a retainable, retrievable, reproducible record (§§ 450.2525, 450.2106(6)) |
Written consents filed with board or committee minutes; corporation keeps board and executive-committee minutes (§§ 450.2525, 450.2485) |
Consent may be before or after action; § 450.2525 states no distinct effective-time or revocation procedure |
Consent has same effect as board or committee vote for all purposes; articles/bylaws may prohibit route (§ 450.2525) |
| Minnesota verified 2026-10-01 | Chapter 317A § 317A.239; articles may authorize lower signer threshold; § 317A.241(3) extends procedure to committees |
Action required or permitted at board meeting; lower-threshold route excludes action requiring voting-member approval (§ 317A.239 subd. 1) |
All directors; articles-authorized alternative is number needed at all-directors-present meeting (§ 317A.239 subd. 1) |
When fewer than all may act, immediately notify every director of text and effective date; failure does not invalidate (§ 317A.239 subd. 3) |
§§ 317A.231–.239 apply to committees and members to same extent; committee authority limited to board resolution (§ 317A.241 subds. 1, 3) |
Written action signed, or consented to by authenticated electronic communication (§ 317A.239 subd. 1) |
§ 317A.239 states signature or authenticated electronic assent as effective event; it specifies no separate delivery or minutes filing step |
Effective when required number sign or electronically consent, unless written action provides different effective time (§ 317A.239 subd. 2) |
Nonsigning director not liable for action; notice failure does not invalidate written action (§ 317A.239 subd. 3) |
| Mississippi verified 2026-10-01 | Mississippi Nonprofit Corporation Act § 79-11-257; articles or bylaws may provide otherwise |
Action required or permitted at a board meeting under the nonprofit act; committee power limited by § 79-11-265(4)–(5) |
All board members must take action and each director sign; no meeting-quorum substitute in § 79-11-257(1) |
All-director consent under § 79-11-257; no separate notice or objection mechanism stated there |
§ 79-11-265(3) applies board consent rule to committees; committee members sign within delegated powers and express exclusions |
One or more written consents describing action, signed by each director; § 79-11-257 does not specify an electronic signature method |
Include signed consents in minutes or file with corporate records; § 79-11-257 does not make delivery a separate effectiveness trigger |
Effective on last director's signature unless consent states different date; § 79-11-257 states no separate revocation mechanism |
Signed consent has effect of meeting vote; committee exclusions in § 79-11-265(5) still apply |
| Missouri verified 2026-10-01 | Missouri Nonprofit Corporation Act § 355.381; articles or bylaws may provide otherwise |
Action required or permitted at a board meeting under Chapter 355 (§ 355.381(1)) |
All board members act; each director signs; effect of meeting vote (§ 355.381(1), (3)) |
§ 355.381 requires all-member consent and states no distinct notice or objection route |
Board consent rules apply to committees and members; committee has at least two directors and limited delegated authority (§ 355.406(1), (3)–(5)) |
One or more written consents describe action and each director signs; § 355.381 states no separate electronic method |
Consents included in minutes filed with corporate records; § 355.381 states no separate delivery predicate |
Effective when last director signs unless different date specified; § 355.381 states no revocation sequence |
Effect of meeting vote and may be described as such; articles/bylaws may vary (§ 355.381(1), (3)) |
| Montana verified 2026-10-01 | Montana Nonprofit Corporation Act § 35-2-428; articles/bylaws may provide otherwise |
Action required/permitted at board meeting; memberless specified actions subject to § 35-2-429(3) notice/meeting condition |
All board members take action and each director signs (§ 35-2-428(1)) |
No general consent notice route in § 35-2-428; § 35-2-429(3) requires seven-day written meeting notice or waiver for specified memberless actions |
§ 35-2-433(3) applies board procedure to committees/members; delegated authority and subsection (5) limits apply |
One or more written consents describing action, signed by each director; no separate electronic method in § 35-2-428 |
Consents included in minutes filed with corporate records (§ 35-2-428(1)) |
Effective when last director signs unless consent specifies different date (§ 35-2-428(2)) |
Signed consent has effect of meeting vote; committee exclusions in § 35-2-433(5) |
| Nebraska verified 2026-10-01 | Nebraska Nonprofit Corporation Act § 21-1981; articles/bylaws may provide otherwise |
Action required or permitted at a board meeting under the act; committee exclusions in § 21-1985(e) remain |
All board members take action and each director signs; no meeting-quorum substitute (§ 21-1981(a)) |
Unanimous default in § 21-1981; no separate consent notice or objection mechanism stated there |
§ 21-1985(c) applies board consent procedure to committees and members; delegated authority and subsection (e) limits apply |
One or more written consents describing action, signed by each director; § 21-1981 specifies no separate electronic method |
Consents included in minutes filed with corporate records; § 21-1981 states no delivery recipient |
Effective when last director signs unless consent specifies different date (§ 21-1981(b)) |
Signed consent has effect of meeting vote; committee may not take actions barred by § 21-1985(e) |
| Nevada verified 2026-10-01 | NRS 82.271(2); articles or bylaws may restrict written-consent route |
Any action required or permitted at board, delegate, or committee meeting (§ 82.271(2)) |
Majority of board, delegates, or committee; different required voting proportion also governs written consents (§ 82.271(2)) |
§ 82.271(2) states written-consent threshold and gives no separate notice or objection procedure |
Expressly covers any committee of board or delegates; majority of that committee signs unless different vote proportion required (§ 82.271(2)) |
Written consent signed by requisite number; § 82.271(2) states no separate electronic-signature method |
§ 82.271(2) specifies signatures, with no separate delivery or minute-filing step in that provision |
Consent may be signed before or after action; § 82.271(2) states no separate default effective time or revocation procedure |
Requisite written consent authorizes action otherwise taken at meeting, subject to any different required vote proportion (§ 82.271(2)) |
| New Hampshire verified 2026-10-01 | RSA ch. 292; management bylaws allowed if consistent with law/articles (§ 292:6) |
No general board-consent route specified; § 292:7 lists changes requiring majority board vote at duly called meeting |
No general statutory consent signer threshold; § 292:7 instead specifies majority board vote for listed changes |
No general consent notice or objection procedure stated in the cited Chapter 292 board provisions |
No general committee-consent procedure stated in the cited Chapter 292 board provisions; consult governing documents under § 292:6 |
No general board-consent form, signature, or electronic method specified in the cited provisions |
No general board-consent delivery or record rule specified; § 292:7 requires certified board-vote recording for listed changes |
No general board-consent effective-time or revocation rule specified in the cited provisions |
No general statutory meeting-vote equivalence for board consent; § 292:7 expressly requires a meeting for listed changes |
| New Jersey verified 2026-10-01 | Nonprofit Corporation Act § 15A:6-7(c); certificate or bylaws may provide otherwise |
Action requiring or permitting authorization voted at a board or committee meeting (§ 15A:6-7(c)) |
All board trustees or all members of the acting committee consent; same effect as unanimous vote (§ 15A:6-7(c)) |
§ 15A:6-7(c) calls for every member's written consent; it states no separate notice or objection step |
A board committee may use the same all-member written-consent procedure (§ 15A:6-7(c)) |
Consent must be in writing; § 15A:6-7(c) does not separately prescribe a signature date or electronic method |
Written consents filed with minutes of board or committee proceedings (§ 15A:6-7(c)) |
Consent may precede or follow the action; § 15A:6-7(c) states no separate effective-time or revocation sequence |
Same effect as unanimous board or committee vote; may be stated that way in a filed certificate or document (§ 15A:6-7(c)) |
| New Mexico verified 2026-10-01 | Nonprofit Corporation Act § 53-8-97 governs all-director written consent; that section states no articles/bylaws variation |
Action required or permitted at a members' or directors' meeting under the act; board action uses all directors (§ 53-8-97(A)) |
All directors sign a consent setting out action; consent has force of unanimous vote (§ 53-8-97(A)–(B)) |
§ 53-8-97 requires every director's signature; it states no separate consent notice or objection route |
§ 53-8-97 names members and directors, not committee members; committees derive authority from articles/bylaws and board resolution under § 53-8-21 |
Consent in writing, setting forth action, signed by all directors; § 53-8-97 states no separate electronic-consent method |
§ 53-8-97 states no delivery recipient or minute-filing condition for the consent |
§ 53-8-97 gives no separate effective-time, future-consent, or revocation procedure; every director must sign |
Consent has force and effect of unanimous vote and may be stated as such in filed articles or document (§ 53-8-97(B)) |
| New York verified 2026-10-01 | N.Y. Not-for-Profit Corporation Law § 708(b); certificate or bylaws may restrict board or committee consent. |
Any board or committee action required or permitted, subject to the actor's authority (§ 708(b)); § 712(a) reserves listed matters from committees. |
Every board or committee member must consent to adoption of the authorizing resolution (§ 708(b)); a meeting's majority vote is insufficient. |
§ 708(b) gives no separate advance or later notice procedure; every board or committee member must consent. |
All members of an authorized board committee consent (§ 708(b)); § 712(a), (e) limit committee authority. |
Consent to a resolution may be written or electronic; writing needs signature or reasonably affixed signature; electronic transmission needs reasonably determinable director authorization (§ 708(b)). |
File the resolution and written consents with minutes of board or committee proceedings (§ 708(b)); the provision names no separate delivery recipient. |
§ 708(b) specifies no separate delivery clock, future-effective consent window, or revocation procedure; all members' consent is required. |
Unanimous consent adopts a resolution authorizing board or committee action (§ 708(b)); committee authority remains limited by § 712(a), (e). |
| North Carolina verified 2026-10-01 | N.C. Gen. Stat. § 55A-8-21; articles or bylaws may provide otherwise |
Action required or permitted at board meeting (§ 55A-8-21(a)); committee power limited by § 55A-8-25 as amended in 2026 |
All board directors sign; for a board committee, all committee members (§§ 55A-8-21(a), 55A-8-25(c)) |
Unanimous consent route; § 55A-8-21 states no separate notice or objection procedure |
§ 55A-8-25(c) applies consent rule to board committees; §§ 3.2(c), 5(a) of 2026 S.L. 52 overlap on a domestication limit |
One or more written signed consents describing action, before or after it; electronic form/delivery permitted under §§ 55A-8-21(a), 55A-1-70 |
Include consents in minutes or file with records; keep permanent action record (§§ 55A-8-21(a), 55A-16-01(a)) |
Last director signature is default effective event unless consent specifies another date; § 55A-8-21 states no revocation procedure |
Meeting-vote effect (§ 55A-8-21(c)); common committee exclusions remain; overlapping 2026 amendments differ on domestication |
| North Dakota verified 2026-10-01 | N.D. Cent. Code § 10-33-43; articles alone may permit lower signer threshold for eligible action |
Action required/permitted at board meeting; less-than-unanimous route excludes action requiring voting-member approval (§ 10-33-43(1)) |
Default all directors; if articles allow, meeting-equivalent number with all directors present, except member-approval action (§ 10-33-43(1)) |
After action by fewer than all, notify all directors immediately of text/effective date; omission does not invalidate action (§ 10-33-43(3)) |
§ 10-33-44(3) applies §§ 10-33-39–43 to committees/members; committees operate within board resolution's authority |
Written action signed or consented to by authenticated electronic communication (§ 10-33-43(1)–(2)) |
§ 10-33-43 gives no particular delivery recipient or minutes-filing step; nonunanimous action requires immediate director notice |
Effective when required number signs/electronically consents unless writing provides different time (§ 10-33-43(2)) |
Written action takes board action without meeting; nonconsenting director has no liability for it (§ 10-33-43(3)) |
| Ohio verified 2026-10-01 | Ohio Rev. Code §§ 1702.25(A), 1702.33(A), (D); articles/regulations may prohibit board consent; regulations or directors may vary committee procedure. |
Director action that could be authorized or taken at a directors meeting (§ 1702.25(A)); committee action only within delegated authority (§ 1702.33(A), (F)). |
All directors entitled to notice of a meeting for that purpose sign (§ 1702.25(A)); default committee writing signed by all members (§ 1702.33(D)). |
The consent provisions require all relevant directors or committee members by default; §§ 1702.25 and 1702.33(D) prescribe no separate notice or objection procedure. |
A regulations-created committee may exercise delegated board authority; default signed writings of all members, subject to regulations or director order (§ 1702.33(A), (D), (F)). |
Board approval in signed writing(s); authorized-communications-equipment transmission with affirmative approval counts as signed writing, dated when sent (§ 1702.25(A)-(B)). Committee § 1702.33(D) says signed writing(s). |
File or enter board writings in corporate records; any required Secretary of State certificate recites the written approval (§ 1702.25(A)); committee § 1702.33(D) names no separate filing recipient. |
§§ 1702.25 and 1702.33(D) specify no future-effective consent window or revocation procedure; a qualifying electronic board writing is signed on its transmission date (§ 1702.25(B)). |
Qualifying writings authorize or take director action (§ 1702.25(A)); delegated committee act is as effective as directors' act (§ 1702.33(F)). |
| Oklahoma verified 2026-10-06 | General Corporation Act § 1027(F), (G); certificate or bylaws may restrict or vary nonstock management and authorize fewer signers. |
Any board or committee meeting action within its authority; certificate/bylaws may restrict route; committees cannot approve member-submitted matters or bylaws (§ 1027(C), (F), (G)). |
All governing-body or committee members by default; nonprofit certificate/bylaws may permit less than unanimous governing-body consent (§ 1027(F)(1), (G)(1)). |
Section 1027(F)(1) specifies consent and later minutes filing; it states no advance or later notice or objection step for this route. |
Unanimous consent of committee members by default; only delegated actions, subject to § 1027(C)(1) limits (§ 1027(F)(1)). |
Writing or electronic transmission; § 1014.3 permits manual, facsimile, conformed or electronic signature and designated-system electronic delivery. |
Deliver under § 1014.3; after action, file consents with board or committee minutes in the minutes' paper/electronic form (§ 1027(F)(1)). |
Future effective consent, including event-triggered, at most 60 days after instruction/provision; director at that time; revocable before effectiveness (§ 1027(F)(1)). |
Valid consent is a statutory route for board/committee meeting action; it does not enlarge committee powers or replace separate member approval (§ 1027(C), (F), (G)). |
| Oregon verified 2026-10-01 | ORS 65.341 signed consent and 65.343 electronic voting; articles/bylaws may require meeting or vary electronic route |
Board-meeting action under ch. 65; committee authority limited by delegation and listed exclusions (§§ 65.341(1), 65.343(1), 65.354(4)–(5)) |
Signed consent: all directors; electronic action: majority of directors in office unless documents require more (§§ 65.341(1), 65.343(5)) |
Electronic route: email announcement to each director's supplied address, action description, voting deadline at least 48 hours later (§ 65.343(2)–(3)) |
ORS 65.337–.351, including both no-meeting routes, apply to committees/members; subject to committee powers (§ 65.354(3)–(5)) |
Signed route: one or more written consents describing action; electronic route: email/other electronic means with recorded votes (§§ 65.341(1), 65.343(1)–(2)) |
Signed consents in minutes or corporate records; electronic announcement and votes in minutes or action documents (§§ 65.341(1), 65.343(2)(c)) |
Signed: last signature unless earlier/later date stated; electronic: voting deadline unless announcement sets another date/time; vote change allowed before deadline (§§ 65.341(2), 65.343(4), (6)) |
Both routes have effect of meeting vote; electronic route unavailable without every director's email address on record (§§ 65.341(3), 65.343(3), (5)) |
| Pennsylvania verified 2026-10-01 | 15 Pa.C.S. § 5727(b)-(c); bylaws may restrict the board consent route. Section 5731 extends board procedure to authorized board committees. |
Any action required or permitted to be approved at a directors meeting (§ 5727(b)); committee action limited by delegation and § 5731(a)(2). |
All directors in office at the effective time sign, subject to § 5727(c)'s future-effective signer rules; committee procedure follows § 5731(c). |
§ 5727(b)-(c) prescribes signed consent and revocation, without a separate advance or later notice procedure. |
Authorized board committees follow corresponding board action procedure to the extent delegated (§ 5731(c)); § 5731(a)(2) reserves listed matters. |
One or more consents to the action in record form, signed by the required directors (§ 5727(b)); the section states no separate email method. |
File consent or consents with the corporation's secretary (§ 5727(b)). |
Consent or record-form instruction may set a future time or event; director status is tested at effective time; a signer may revoke in record form until consent becomes effective (§ 5727(b)-(c)). |
Qualifying consent approves the action without a meeting (§ 5727(b)); authorized committee action satisfies corresponding board procedure only within delegated authority (§ 5731(c)). |
| Rhode Island verified 2026-10-01 | Rhode Island Nonprofit Corporation Act § 7-6-104(a); no articles/bylaws variation stated in that consent provision |
Action required or permitted at meeting of incorporators, members, or directors (§ 7-6-104(a)); board focus here |
All directors sign written consent; no lesser board threshold stated (§ 7-6-104(a)) |
Unanimous director signatures under § 7-6-104; no separate consent notice or objection route stated there |
§ 7-6-104 does not name committee members; § 7-6-26 grants committees delegated authority with listed exclusions, but no express committee-consent method |
Written consent setting forth action taken, signed by all directors; no separate electronic method stated in § 7-6-104 |
§ 7-6-104 states no separate delivery recipient or minutes-filing step for the consent |
§ 7-6-104 states no separate effective-time, future-effect, or revocation rule |
Consent has same force/effect as unanimous vote; may be stated in articles or document filed with secretary of state (§ 7-6-104(b)) |
| South Carolina verified 2026-10-01 | Nonprofit Corporation Act § 33-31-821; articles or bylaws may provide otherwise |
Action required or permitted at board meeting under ch. 31; committee has delegated-power and subject limits (§§ 33-31-821(a), 33-31-825(d)–(e)) |
Every board member signs; same rule applies to committee members (§§ 33-31-821(a), 33-31-825(c)) |
§ 33-31-821 requires all members' signatures; it states no separate consent notice or objection procedure |
Board consent rule applies to committees and their members; committee must have delegated authority (§ 33-31-825(c)–(e)) |
One or more written consents describing action, signed by each director or committee member (§§ 33-31-821(a), 33-31-825(c)) |
Include consents in minutes filed with corporate records; permanently keep record of no-meeting actions (§§ 33-31-821(a), 33-31-1601(a)) |
Effective when last director signs unless consent specifies different effective date (§ 33-31-821(b)) |
Effect of meeting vote; may be described that way in any document (§ 33-31-821(c)) |
| South Dakota verified 2026-10-01 | S.D. Codified Laws § 47-23-6; articles/bylaws control permission to transmit consent/signature by reasonable means |
Action required/permitted at member or director meeting, or permitted at committee meeting, under chs. 47-22–47-28 (§ 47-23-6) |
All directors or all committee members sign, as applicable (§ 47-23-6) |
Unanimous consent under § 47-23-6; no separate consent notice or objection route stated there |
§ 47-23-6 expressly covers committee-of-directors action; all committee members sign |
Written consent setting forth action; if articles/bylaws permit, consent and signature may travel by mail, hand delivery, email, fax, or other reasonable means |
Document-authorized reasonable transmission; § 47-23-6 states no particular recipient or minutes-filing step |
§ 47-23-6 states no separate effective-time, future-consent, or revocation rule |
Same force/effect as unanimous vote; may be stated in articles or document filed with secretary of state (§ 47-23-6) |
| Tennessee verified 2026-10-04 | Tenn. Code Ann. § 48-58-202; charter or bylaws may provide otherwise |
Meeting action required or permitted by Title 48, chapters 51–68; committee powers remain limited by § 48-58-206(e) |
All directors consent to the no-meeting procedure and sign; affirmative votes needed are those sufficient at a meeting (§ 48-58-202(a)) |
§ 48-58-202 prescribes unanimous consent to the procedure; it specifies no separate advance or later notice or objection process |
§ 48-58-206(c) applies board consent rules to committee members; committee can act only within delegated authority and § 48-58-206(e) limits |
One or more written consents describing action, each director's signature; § 48-58-202 states no special electronic-signature method |
Consents included in minutes filed with corporate records; § 48-58-202 states no separate delivery condition |
Effective on last director's signature unless consent specifies another date; § 48-58-202 states no express revocation or collection window |
Consent has effect of a meeting vote (§ 48-58-202(c)); committee cannot use it to exceed § 48-58-206(e) limits |
| Texas verified 2026-10-01 | Bus. Orgs. Code § 6.201 allows unanimous governing-authority/committee consent for filing entities; nonprofit § 22.220 permits a lesser meeting-vote threshold if certificate or bylaws authorize it. Member-managed corporations can limit board authority (§ 22.202(a)). |
§ 6.201(a) covers action required or authorized at a governing-authority/committee meeting; § 22.220(a) covers nonprofit actions required at a directors meeting or possible at a directors/committee meeting, subject to the actor’s authority. |
Unanimous route: each person entitled to vote signs (§ 6.201(b)); document-authorized nonprofit route: directors/committee members sufficient to pass the action with all present and voting (§ 22.220(a)); default board meeting vote is majority present unless documents require more (§ 22.214). |
No advance notice for either route (§§ 6.201(b), 22.220(a), (c)); prompt notice after less-than-unanimous action goes to each nonconsenting director or committee member (§ 22.220(b)); § 22.220 states no director veto. |
Both routes cover an authorized board committee; § 22.218 permits delegated management committees, including some religious committees composed entirely of nondirectors; § 22.219 committees lack board management authority. |
Written consent states action and is signed; § 22.220(a) requires each signer’s date. Under § 6.205(b)–(c), electronic transmission counts as signed writing when sender and transmission date are determinable, unless governing documents provide otherwise. |
Neither § 6.201 nor § 22.220 names a separate board-consent delivery recipient. A nonprofit keeps minutes of governing-authority and committee proceedings (§ 3.151(a)(2)); convertible electronic records are allowed (§ 3.151(b)). |
Unanimous § 6.201 consent ordinarily takes effect when all entitled voters sign; future event/time up to 60 days after all sign and revocation before effective time are expressly allowed (§ 6.201(b)–(b-5)). § 22.220 states no corresponding clock for lesser consents. |
§ 6.201(c) gives unanimous consent the effect of a unanimous meeting vote; § 22.220 authorizes the document-based lesser-signature action with prompt notice. Committee delegation and member-management limits remain (§§ 22.202(a), 22.218–.219). |
| Utah verified 2026-10-01 | Revised Nonprofit Corporation Act § 16-6a-813; bylaws may vary either route; committee application under § 16-6a-817(3) |
Action required or permitted by ch. 6a at board meeting; committee limited by delegated authority and listed exclusions (§§ 16-6a-813(1)–(2), -817(4)) |
Unanimous route: all directors; noticed route: yes votes needed if all directors in office were present and voted (§ 16-6a-813(1)–(2)) |
Noticed route: written notice to each director states action, deadline, silence effect; timely unrevoked written demand blocks no-meeting action (§ 16-6a-813(2)) |
Board action rules §§ 16-6a-812–.816 apply to board committees/members unless bylaws differ; delegated-power limits remain (§ 16-6a-817(3)–(4)) |
Unanimous writing signed by last director; noticed votes/demands may use qualifying electronic transmission identifying sender/date (§ 16-6a-813(1), (3)) |
Unanimous revocation received by secretary/authorized recipient; noticed votes/demands and revocations effective on corporation's receipt (§ 16-6a-813(1)(b), (2), (3)(d)) |
Unanimous: last signature unless board sets date; revoke before then; noticed: deadline unless notice sets date, with votes/demands revocable through deadline (§ 16-6a-813(1)–(2)) |
Same effect as directors' meeting action; may be described as such in any document (§ 16-6a-813(4)) |
| Vermont verified 2026-10-01 | 11B V.S.A. § 8.21; articles or bylaws may provide otherwise |
Action required or permitted at board meeting (§ 8.21(a)); committee powers limited by § 8.25(d)–(e) |
All board members sign; for committee action, all committee members (§§ 8.21(a), 8.25(c)) |
Unanimous consent under § 8.21; that section states no separate notice or objection step |
§ 8.25(c) applies board consent rule; committee must have at least two directors and delegated authority, subject to express exclusions |
One or more written consents describing action, signed by each director (§ 8.21(a)); no electronic method specified there |
Include signed consents in minutes filed with corporate records (§ 8.21(a)); delivery is not the stated effective event |
Effective on last director signature unless consent specifies another effective date; § 8.21 gives no express revocation procedure |
Signed consent has meeting-vote effect; committee may not exercise powers excluded by § 8.25(e) |
| Virginia verified 2026-10-01 | Nonstock Corporation Act § 13.1-865; articles or bylaws may require a meeting; only articles can authorize fewer signers |
Chapter-authorized board action; fewer-than-all route unavailable if members also must approve (§ 13.1-865(A)) |
All directors, or articles-authorized number at least greater of majority in office and document quorum; meet document voting rules (§ 13.1-865(A)) |
Fewer-than-all route: written description to all directors at least 10 business days ahead; objection within 10 business days blocks route (§ 13.1-865(A)) |
All committee members ordinarily sign; § 13.1-865 applies via § 13.1-869(C), within committee authority limits in subsection (D) |
Each signer describes action in signed consent; one or more electronic transmissions may supply writing/signing (§ 13.1-865(A), (E)) |
Signed consent delivered to corporation; permanent record of board and committee actions without meetings (§§ 13.1-865(A), 13.1-932(A)) |
Effective at last required signature unless consent states different date; future consent up to 60 days; revocation before required unrevoked consents delivered (§ 13.1-865(B)–(D)) |
Effect of action at board meeting; may be described as such; fewer-than-all barred when member approval required (§ 13.1-865(A), (F)) |
| Washington verified 2026-10-01 | Nonprofit Corporation Act § 24.03A.570; articles/bylaws may prohibit action without a meeting |
Chapter-required or permitted board action; interested-director exception requires written abstention, board findings, and all noninterested approvals (§ 24.03A.570(1)–(2)) |
Each director entitled to vote executes; qualifying abstaining interested director excluded only under subsection (2) (§ 24.03A.570) |
§ 24.03A.570 states no separate advance/later notice or objection route; every eligible director must execute, subject to narrow exception |
Board rule applies to committees and members to greatest practicable extent; committee powers limited (§ 24.03A.575(3)–(5)) |
Record describes action; execute by signature or identifiable intentional electronic transmission; no director proxy may execute (§§ 24.03A.010(23), 24.03A.565(5), 24.03A.570(1)) |
Executed consents delivered to corporation; permanent record of board written-consent action and committee action (§§ 24.03A.570(1), (3), 24.03A.210(1)) |
Act on delivery of all required consents; at most 60 days from first to final signature; specified effective time allowed; revocation before final delivery (§ 24.03A.570(3)) |
Effect of board-meeting action; interested-director abstention exception conditional; committee cannot exercise reserved powers (§§ 24.03A.570(2), (4), 24.03A.575(5)) |
| West Virginia verified 2026-10-01 | W. Va. Code § 31E-8-821; articles/bylaws may provide otherwise |
Action required or permitted at a board meeting under Chapter 31E; committee exclusions in § 31E-8-825(e) |
All board members take action and each director signs (§ 31E-8-821(a)) |
Unanimous board consent under § 31E-8-821; no separate consent notice or objection route stated there |
§ 31E-8-825(c) applies board consent procedure to committees and their members; delegated-power limits in (d)–(e) |
One or more written consents describing action, signed by each director; no separate electronic method stated in § 31E-8-821 |
Consents included in minutes or filed with corporate records; § 31E-8-821 states no delivery recipient |
Effective when last director signs unless consent specifies different date (§ 31E-8-821(b)) |
Signed consent has effect of meeting vote; committee cannot use it for actions barred by § 31E-8-825(e) |
| Wisconsin verified 2026-10-01 | Ch. 181 board consent; articles or bylaws may authorize two-thirds instead of unanimity (§ 181.0821(1r)) |
Action required or permitted at a board meeting (§ 181.0821(1r)) |
All directors then in office; two-thirds if articles or bylaws so provide (§ 181.0821(1r)) |
For less-than-unanimous action, immediately notify all directors of consent text and effective date/time; lack of notice does not invalidate action (§ 181.0821(3)) |
§ 181.0821 states the board route; § 181.0825 grants authorized committees specified board powers but does not prescribe a committee-consent route |
Written consent sets out action and is signed; writing and signature include electronic methods (§ 181.0821(1m), (1r)) |
§ 181.0821 makes required signatures the default effectiveness event; it states no delivery or minute-filing step |
Default: required signatures; stated different date/time allowed; nonunanimous route: later of stated date or 10th day after notice; future consent revocable before effective (§ 181.0821(2), (4)) |
Same force and effect as board meeting vote; nonsigning director not liable for consent action (§ 181.0821(2)–(3)) |
| Wyoming verified 2026-10-01 | Wyo. Stat. § 17-19-821; articles or bylaws may provide otherwise |
Action required or permitted at board meeting (§ 17-19-821(a)); committee powers limited by § 17-19-825(d)–(e) |
All directors sign; for board committee, all committee members (§§ 17-19-821(a), 17-19-825(c)) |
Unanimous route; § 17-19-821 states no separate notice or objection step |
Board committee of at least two directors follows board procedure; delegation and express exclusions apply (§ 17-19-825) |
One or more written consents describing action, signed by each director (§ 17-19-821(a)); no electronic method specified there |
Include signed consents in minutes filed with corporate records (§ 17-19-821(a)); delivery not stated as effective event |
Last signature is default effective event; consent may specify different date; § 17-19-821 states no express revocation procedure |
Same effect as meeting vote; may be described as such; committee authority limited by § 17-19-825(e) |
All 51 jurisdictions verified. Each state page shows the statute text and verification date behind its row.
Have a specific situation?
A 50-state comparison shows the landscape. Ask your exact question and see what your state's law says for your facts, with citations.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace