Nonprofit Corporation Board Action Without a Meeting in Kentucky
At a glance
| Governing law and documents | KRS 273.375 board consent; articles or bylaws may provide otherwise |
|---|---|
| Covered actions and limits | Action required or permitted at board meeting under KRS 273.161–.390 (§ 273.375(1)) |
| Required consent threshold | All board members; each director signs (§ 273.375(1)) |
| Notice and objection | § 273.375 requires every director's signature and states no separate consent notice or objection step |
| Committee action | § 273.375 names board action; § 273.221 delegates specified board powers to committees but gives no express committee-consent procedure |
| Form, signature, and electronic method | One or more written consents describe action and are signed by each director (§ 273.375(1)) |
| Delivery and records | Include consents in minutes or file with corporate records reflecting action (§ 273.375(1)) |
| Effective time and revocation | Effective when last director signs unless consent specifies different effective date (§ 273.375(2)) |
| Legal effect and exceptions | Consent has effect of meeting vote and may be described as such in any document (§ 273.375(3)) |
Requirements one by one
Signatures and filing
Ky. Rev. Stat. § 273.375(1) permits action ordinarily taken at a board meeting through one or more written consents describing the action, signed by every director, unless the articles or bylaws provide otherwise. The consents must be included in the minutes or filed with corporate records reflecting the action.
Effective date and legal effect
Under § 273.375(2), the action takes effect when the last director signs, unless the consent specifies another effective date. Under § 273.375(3), the consent has the effect of a meeting vote and may be described that way in any document.
What trips people up
The statute allows several writings for one action, but every director still has to sign. The written-consent route in § 273.375(1) expressly covers the board. Ky. Rev. Stat. § 273.221(1)–(3) gives a committee specified board powers with limits, while not stating a separate committee-consent process.
Common questions
May a committee use the board's written-consent rule?
Ky. Rev. Stat. § 273.375 names board action and signatures from every director. Ky. Rev. Stat. § 273.221 permits delegated board powers for committees, with at least two director members and express subject limits, but does not expressly extend § 273.375's written-consent procedure to committee members.
May a non-director vote on a committee matter that binds the corporation?
No. Ky. Rev. Stat. § 273.221(1) permits a non-director committee member but says that person may not vote on a matter that binds the corporation.
Statutes and sources
- Ky. Rev. Stat. § 273.375 — board written consent, effective date, and vote effect; accessed October 1, 2026.
- Ky. Rev. Stat. § 273.221(1)–(3) — board committee composition and delegated authority; accessed October 1, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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