Nonprofit Corporation Board Action Without a Meeting in Colorado
At a glance
| Governing law and documents | Nonprofit Act § 7-128-202; bylaws may provide otherwise; committee default subject to bylaws (§ 7-128-206(3)) |
|---|---|
| Covered actions and limits | Action required or permitted at board meeting under arts. 121–137 (§ 7-128-202(1)); committee limited to delegated authority (§ 7-128-206(4)) |
| Required consent threshold | Unrevoked written yes votes at least equal votes needed if all sitting directors were present and voted (§ 7-128-202(3)(a)) |
| Notice and objection | 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)) |
| Committee action | Board consent procedure applies to committees and members unless bylaws provide otherwise; committee authority has express limits (§ 7-128-206(3)–(4)) |
| Form, signature, and electronic method | 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)) |
| Delivery and records | Corporation must receive votes, demands, and revocations; file all writings with board minutes (§ 7-128-202(3), (5), (7), (9)) |
| Effective time and revocation | 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)) |
| Legal effect and exceptions | Same effect as action at directors' meeting; may be described as such in any document (§ 7-128-202(8)) |
Requirements one by one
Written notice and the response deadline
Colo. Rev. Stat. § 7-128-202(1)–(2) requires written notice to each director stating the action, response deadline, and effect of silence. By that deadline, a director may vote yes or no, abstain, or say nothing. A director who does not vote yes must also refrain from a written demand that the action be taken at a meeting. A timely, unrevoked demand stops this no-meeting procedure.
Votes and revocations
At the deadline, § 7-128-202(3) requires unrevoked written yes votes equaling at least the votes needed at a meeting where all directors then in office were present and voted. Under § 7-128-202(5), a director may revoke a written vote, abstention, or demand in writing received by the corporation by that deadline. The notice may specify an effective date different from the default deadline under § 7-128-202(6).
Form and corporate record
Colo. Rev. Stat. § 7-128-202(7) requires a writing sufficient to identify the director, response, and proposed action. Unless bylaws provide otherwise, fax, email, and other wire or wireless communications may be used. Communications to the corporation take effect only upon receipt. Colo. Rev. Stat. § 7-128-202(9) requires all writings to be filed with the board minutes.
What trips people up
Silence is treated as an abstention coupled with failure to demand a meeting, not as a yes vote. Colo. Rev. Stat. § 7-128-202(4) waives a director's right to demand a meeting unless an unrevoked written demand reaches the corporation by the stated deadline. The vote threshold in § 7-128-202(3) is measured against an all-directors-present meeting even if fewer directors respond.
Common questions
May a board committee act this way?
Yes, unless the bylaws provide otherwise: § 7-128-206(3) applies the board's action-without-meeting rule to committees and their members. Colo. Rev. Stat. § 7-128-206(4) still limits committee authority, including restrictions on member-approval matters, bylaws, director changes, and certain transactions.
Does the written action count as meeting action?
Yes. Colo. Rev. Stat. § 7-128-202(8) gives it the same effect as action at a directors' meeting and allows it to be described that way in a document.
Statutes and sources
- Colo. Rev. Stat. § 7-128-202 — written notice, voting, demands, revocations, effect, and records; accessed October 1, 2026.
- Colo. Rev. Stat. § 7-128-206(3)–(4) — committee application and limits; accessed October 1, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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