Nonprofit Corporation Board Action Without a Meeting in Indiana
At a glance
| Governing law and documents | Indiana Nonprofit Corporation Act § 23-17-15-2; articles or bylaws may provide otherwise |
|---|---|
| Covered actions and limits | Action required or permitted at board meeting by Article 23-17 (§ 23-17-15-2(a)) |
| Required consent threshold | All board members act; each director signs; consent has effect of meeting vote (§ 23-17-15-2(a), (c)) |
| Notice and objection | § 23-17-15-2 requires all-director consent; no separate proposed-action notice or objection step stated |
| Committee action | Board consent rule applies to committees and members; delegated powers remain limited (§ 23-17-15-6(c)–(e)) |
| Form, signature, and electronic method | At least one written consent describes action and is signed by each director; § 23-17-15-2 states no distinct electronic method |
| Delivery and records | Consents included in minutes or filed with corporate records; § 23-17-15-2 states no separate delivery predicate |
| Effective time and revocation | Effective on last signature unless consent specifies prior or subsequent date; § 23-17-15-2 states no revocation sequence |
| Legal effect and exceptions | Same effect as meeting vote and may be described as such in any document (§ 23-17-15-2(c)) |
Requirements one by one
Signers, form, and records
Ind. Code § 23-17-15-2(a) requires action by all board members, evidenced by at least one written consent describing the action and signed by each director. The consent must be included in the minutes or filed with corporate records. The articles or bylaws may provide otherwise.
Committee action
Section 23-17-15-6(c) applies §§ 23-17-15-1 through -5 to committees and their members. A committee using § 23-17-15-2 therefore follows the all-member consent rule within its delegated powers. Section 23-17-15-6(e) forbids committees from authorizing distributions, certain member-approval actions, most vacancy fills, and bylaw changes.
What trips people up
Under § 23-17-15-2(b), the default effective event is the last director's signature. The consent may instead specify a prior or subsequent effective date. That timing choice should be explicit: the statute does not state a separate revocation or delivery sequence.
Common questions
May the board file the consent with records instead of the minutes?
Yes. Section 23-17-15-2(a)(3) gives the alternatives of including it in the minutes or filing it with corporate records.
Does the consent count as a meeting vote?
Yes. Section 23-17-15-2(c) gives it that effect and permits a document to describe it as a meeting vote.
Statutes and sources
- Ind. Code § 23-17-15-2 — board action without meeting; accessed October 1, 2026.
- Ind. Code § 23-17-15-6 — 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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