Nonprofit Corporation Board Action Without a Meeting in District of Columbia

At a glance

Requirements one by one

Signed records and delivery

Under § 29-406.21(a), each director must sign a record describing the proposed action and deliver it to the corporation. The statute uses delivery, as well as signature, in its test. A “record” includes information stored electronically and retrievable in perceivable form under § 29-101.02(42); “sign” includes an electronic symbol, sound, or process associated with the record with present intent to authenticate or adopt it under § 29-101.02(45).

Committee consent

Section 29-406.25(c) applies § 29-406.21 to a board committee and its members. Section 29-406.25(d) ties committee powers to the board's designation, articles, or bylaws. Under § 29-406.25(e), a committee cannot authorize distributions, approve or propose actions requiring member approval in a membership corporation, fill specified vacancies, or adopt, amend, or repeal bylaws. A consent does not expand a committee's authority.

What trips people up

Section 29-406.21(b) makes the action the board's act when signed consents from all directors are delivered. The consent may specify when the action becomes effective. Before the corporation receives sufficient unrevoked consents, a director may withdraw a consent by delivering a signed revocation in the form of a record. Section 29-406.21(c) gives the completed consent the effect of meeting action.

Section 29-413.01(a) separately requires a permanent record of board action without a meeting and committee action on the corporation's behalf. Under § 29-413.01(e)(3), copies of those records for the past 3 years must be kept at the principal office.

Common questions

May the articles or bylaws insist on a meeting?

Yes. Section 29-406.21(a) permits the consent route except to the extent the articles or bylaws require board action at a meeting.

Is an advisory committee a board committee for this procedure?

Section 29-406.25(h) says an advisory committee is not a committee of the board and cannot exercise board powers. The board committee consent rule therefore does not itself empower an advisory committee.

Statutes and sources

• D.C. Code § 29-406.21 — board consent, delivery, revocation, and effect; accessed October 1, 2026.
• D.C. Code § 29-406.25 — board committee application and limits; accessed October 1, 2026.
• D.C. Code § 29-101.02 — record and signature definitions; accessed October 1, 2026.
• D.C. Code § 29-413.01 — corporate records; accessed October 1, 2026.