Nonprofit Corporation Board Action Without a Meeting in Georgia

Short answer Georgia ordinarily requires every director to sign a consent for board action without a meeting, but articles or bylaws may specifically permit fewer, never less than a majority of the board. The consent describes the action and must be delivered to the corporation for its minutes and records. It ordinarily takes effect when the last required signed consent is delivered, unless it specifies another effective date; a director may revoke before the required unrevoked consents arrive.

State

Georgia

Statute checked

October 1, 2026

Sources

4 statutes

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At a glance

Governing law and documents	O.C.G.A. § 14-3-821; articles/bylaws may disallow consent or specifically permit a lower threshold, subject to a board-majority floor.
Covered actions and limits	Action required or permitted by Chapter 3 at a directors meeting (§ 14-3-821(a)); committees remain limited by § 14-3-825(d).
Required consent threshold	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).
Notice and objection	§ 14-3-821 prescribes consent and signed revocation, without a separate advance or later notice procedure.
Committee action	§ 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).
Form, signature, and electronic method	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)).
Delivery and records	Deliver consents to corporation for minutes and corporate records; paper filing for paper minutes, electronic filing for electronic minutes (§ 14-3-821(c)).
Effective time and revocation	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)).
Legal effect and exceptions	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).

Requirements one by one

Directors and the signer threshold

Under § 14-3-821(a), directors may use consent for action that Chapter 3 requires or permits at a board meeting unless the articles or bylaws provide otherwise. The default in subsection (c) is consent by all board members. Articles or bylaws may specifically authorize action by fewer, but never fewer than a majority of the board. The consent may be in one or more writings or electronic transmissions, must describe the action, and needs at least the required number of signatures.

Delivery, revocation, and effect

Section 14-3-821(c) requires delivery to the corporation for inclusion in the minutes and filing with corporate records. The filing medium tracks the minutes: paper when minutes are paper, electronic when minutes are electronic. Under subsection (d), action ordinarily takes effect when the last required signed consent is delivered, not merely when it is signed. The consent may name a different effective date. A director can withdraw consent by signing and delivering a revocation before the corporation receives the required unrevoked consents (§ 14-3-821(b)). A signed and delivered consent has the effect of a meeting vote (§ 14-3-821(e)).

Board committees

§ 14-3-825(c) applies the board's action-without-meeting provision to committees and their members. An authority-exercising committee must have at least two current or former directors, with at least one current director (§ 14-3-825(a)). § 14-3-825(d) bars committee approval or recommendation of a merger, dissolution, or substantially all asset transfer, among other listed matters.

What trips people up

The § 14-3-821(b) revocation window closes when the required unrevoked signed consents reach the corporation. A completed signature that has not been delivered does not close it. The default effective event in subsection (d) likewise depends on delivery.

Common questions

Can the bylaws permit a nonunanimous board consent?

Yes. Section 14-3-821(c) requires express permission in the articles or bylaws and still requires at least a majority of the board.

May a director sign electronically?

Yes. Section 14-3-821(c) permits electronic transmissions for the consent, and subsection (f) permits an electronic signature unless the articles or bylaws provide otherwise.

Statutes and sources

O.C.G.A. § 14-3-821 — official signed chapter revision, accessed October 1, 2026.
O.C.G.A. § 14-3-825 — official signed chapter revision, accessed October 1, 2026.

Source links

Every statute quoted above, linked, with the date we checked it.

O.C.G.A. § 14-3-821 · accessed 2026-10-01

O.C.G.A. § 14-3-825(a) · accessed 2026-10-01

O.C.G.A. § 14-3-825(c) · accessed 2026-10-01

O.C.G.A. § 14-3-825(d) · accessed 2026-10-01

This page gives general legal information about action without a meeting by the board or board committee of an ordinary domestic nonprofit corporation. It is not legal advice. Articles, bylaws, membership structure, board size, committee authority, the proposed action, notice, delivery, and dates may change the applicable procedure. A consent that satisfies the procedural statute may still require separate member or transaction approval and may raise fiduciary or tax questions. Confirm current official law and governing documents and seek qualified advice for a disputed or consequential action.

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