Nonprofit Corporation Board Action Without a Meeting in Kansas
At a glance
| Governing law and documents | General Corporation Code § 17-6301(f) applies to nonstock governing bodies through subsection (j); articles/bylaws may restrict consent route |
|---|---|
| Covered actions and limits | Any action required or permitted at board or committee meeting, within committee authority (§ 17-6301(c), (f)) |
| Required consent threshold | All board or committee members consent; meeting quorum or ordinary meeting vote does not replace unanimity (§ 17-6301(f)(1)) |
| Notice and objection | Unanimous consent under § 17-6301(f); that provision states no separate advance or later notice or objection procedure |
| Committee action | Expressly covers committees; all committee members consent within authority delegated under § 17-6301(c) |
| Form, signature, and electronic method | Written or electronic transmission; documentation, signature, delivery under § 17-6016, including manual/facsimile/conformed/electronic signatures (§ 17-6301(f)(1)) |
| Delivery and records | Electronic delivery follows designated-system and retrieval rule (§ 17-6016(a)(1)(C)); after action file consents with board/committee minutes in matching paper/electronic form (§ 17-6301(f)(2)) |
| Effective time and revocation | Future time/event within 60 days of instruction; signer must be director then and not have revoked; revocable before that future time (§ 17-6301(f)(2)) |
| Legal effect and exceptions | Unanimous consent takes action without meeting; § 17-6301(f) states no separate meeting-vote equivalence phrase; nonstock articles may set different governance (§ 17-6301(j)) |
Requirements one by one
Unanimous paper or electronic consent
Under § 17-6301(f)(1), all members of the board or authorized committee must consent in writing or by electronic transmission unless the articles or bylaws restrict the procedure. Under § 17-6301(j), the board rule applies to a nonstock corporation's governing body unless its articles provide otherwise. A meeting vote or quorum alone does not satisfy the consent threshold.
Future consent and records
Under § 17-6301(f)(2), a person may direct that consent become effective at a future time or event no later than 60 days after the instruction. Even someone who was not a director when giving the instruction can use this route, but must be a director when the consent takes effect and must not have revoked it. The consent is revocable before that future time. After action, the consents are filed with board or committee minutes in the same paper or electronic form as those minutes.
What trips people up
Under § 17-6016(a)(1)(A), an electronic transmission counts as a document, but delivery still has a rule. Under § 17-6016(a)(1)(C), a transmission ordinarily counts as delivered when it enters the recipient's designated processing system in retrievable form.
Common questions
May a committee act without calling the full board together?
Yes, for action within its authority. Section 17-6301(f)(1) expressly covers committees and requires all committee members to consent. Committee authority comes from the governing documents and board designation under § 17-6301(c).
Does the statute require paper signatures?
No. Under § 17-6016(a)(1)(B), manual, facsimile, conformed, or electronic signatures are allowed, and § 17-6301(f)(1)(B) applies that section to consents.
Statutes and sources
- K.S.A. § 17-6301(f), (j) — board and committee consent, future effectiveness, revocation, records, and nonstock application; accessed October 1, 2026.
- K.S.A. § 17-6016(a)(1) — document, signature, and electronic-delivery methods; accessed October 1, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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