Nonprofit Corporation Board Action Without a Meeting in Illinois
At a glance
| Governing law and documents | 805 ILCS 105/108.45; articles or bylaws may specifically prohibit the written-consent route. |
|---|---|
| Covered actions and limits | 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). |
| Required consent threshold | All directors and any nondirector committee members entitled to vote on the subject, or all committee members for committee action (§ 108.45(a)). |
| Notice and objection | § 108.45 requires unanimous written approval; it sets no separate advance notice, later notice, or objection route. |
| Committee action | All members of an authorized committee approve in writing (§§ 108.40(b), 108.45(a)); committee must have delegated authority (§ 108.40(c)). |
| Form, signature, and electronic method | 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. |
| Delivery and records | Deliver every written approval to the secretary for filing in corporate records (§ 108.45(b)). |
| Effective time and revocation | 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)). |
| Legal effect and exceptions | 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)). |
Requirements one by one
Written consent and approval count
Section 108.45(a) allows action without a meeting if a written consent states the action and is approved in writing by everyone required. For board action, that means all directors and all nondirector committee members entitled to vote on the subject; for committee action, all members of that committee approve. The articles or bylaws may specifically prohibit this route. A majority vote at a meeting and unanimous written consent use different thresholds.
Delivery, records, and effect
Each written approval must set out the action and provide a written record of approval (§ 108.45(b)). All approvals must be delivered to the secretary for filing in the corporate records. The action ordinarily takes effect when every required director or committee member has approved; the consent may specify a different effective date. Under § 108.45(c), the consent has the effect of a unanimous vote and may be described that way in a document filed with the Secretary of State.
Committee authority
Section 108.40(a) generally requires an authorized committee to include at least two directors and have a director majority, with an exception for specified election-related committees. Section 108.40(b) permits committee action by unanimous written consent. Under § 108.40(c), a committee exercises only delegated authority and cannot use consent to fill board vacancies, change bylaws or articles, or adopt a merger or dissolution plan.
What trips people up
If a nondirector committee member is entitled to vote on the board action's subject matter, § 108.45(a) includes that person in the approval count. The same provision separately measures committee action against all committee members. The approvals also need to reach the secretary, even after everyone has agreed (§ 108.45(b)).
Common questions
May separate approval pages make up the consent?
Yes. Section 108.45(b) allows one or more written approvals, each setting out the action and a written record of approval. All must be delivered to the secretary.
Can the consent name a later effective date?
Yes. Section 108.45(b) uses the last required approval as its ordinary effective event but lets the consent specify a different date.
Statutes and sources
- 805 ILCS 105/108.45 — current official section text, accessed October 1, 2026.
- 805 ILCS 105/108.40 — current official section text, accessed October 1, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
What does Illinois law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Illinois law apply to your situation, with citations you can check.
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