Nonprofit Corporation Board Action Without a Meeting in Connecticut
At a glance
| Governing law and documents | Revised Nonstock Corporation Act § 33-1097; certificate/bylaws may specifically require board meeting |
|---|---|
| Covered actions and limits | 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)) |
| Required consent threshold | Each director signs; board act upon delivery of all signed consents (§ 33-1097(a)–(b)) |
| Notice and objection | § 33-1097 requires each director's signed delivered consent; no separate consent notice or objection process stated |
| Committee action | §§ 33-1095–1100, including consent rule, apply to committees/directors; delegated-power limits remain (§ 33-1101(c)–(e)) |
| Form, signature, and electronic method | Each director signs consent describing action taken or to be taken (§ 33-1097(a)) |
| Delivery and records | Each consent delivered to corporation; all delivered unrevoked consents trigger board act (§ 33-1097(a)–(b)) |
| Effective time and revocation | Consent may state effective time; director may withdraw by signed revocation delivered before all unrevoked consents delivered (§ 33-1097(b)) |
| Legal effect and exceptions | Consent has effect of action taken at board meeting and may be described that way (§ 33-1097(c)) |
Requirements one by one
Sign and deliver
Conn. Gen. Stat. § 33-1097(a) requires each director to sign a consent describing the action taken or to be taken and deliver it to the corporation. The certificate or bylaws may specifically require a meeting instead. Under subsection (b), the action is the board's act only when the corporation has received signed consents from all directors.
Effective time and withdrawal
Conn. Gen. Stat. § 33-1097(b) permits the consent to specify when the action is effective. A director may withdraw by a signed revocation delivered to the corporation before it receives unrevoked written consents from all directors.
What trips people up
Signing alone does not complete action under § 33-1097(b); delivery of all directors' signed consents is the statutory trigger. A committee also needs delegated authority under § 33-1101(d), and subsection (e) reserves specified subjects from committee power.
Common questions
May a committee act without a meeting?
Yes. Conn. Gen. Stat. § 33-1101(c) expressly applies §§ 33-1095 through 33-1100 to board committees and their directors. The consent procedure in § 33-1097 is within that range.
Does consent count as board meeting action?
Yes. Conn. Gen. Stat. § 33-1097(c) gives it the effect of action at a board meeting and allows it to be described that way in any document.
Statutes and sources
- Conn. Gen. Stat. § 33-1097 — delivered consent, effective time, withdrawal, and effect; accessed October 1, 2026.
- Conn. Gen. Stat. § 33-1101(c)–(e) — committee application and authority limits; accessed October 1, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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