Nonprofit Corporation Board Action Without a Meeting in Louisiana
At a glance
| Governing law and documents | Nonprofit corporation board/committee written consent under La. R.S. § 12:224(E)(9) |
|---|---|
| Covered actions and limits | Any action that may be taken at board or committee meeting; committee acts only within delegated powers (§ 12:224(E)(8)–(9)) |
| Required consent threshold | All directors, or all acting committee members, sign (§ 12:224(E)(9)) |
| Notice and objection | § 12:224(E)(9) requires every actor's signature and states no separate written-consent notice or objection step |
| Committee action | Committee consent expressly allowed; all committee members sign; committee authority is delegated by resolution/articles/bylaws (§ 12:224(E)(8)–(9)) |
| Form, signature, and electronic method | Consent in writing, signed by all directors or committee members; § 12:224(E)(9) states no separate electronic method |
| Delivery and records | File consent with records of board or committee proceedings (§ 12:224(E)(9)) |
| Effective time and revocation | § 12:224(E)(9) states no distinct effectiveness date, advance-consent, or revocation rule |
| Legal effect and exceptions | Written consent may take any action that could be taken at board or committee meeting (§ 12:224(E)(9)) |
Requirements one by one
Signatures and filing
La. R.S. § 12:224(E)(9) permits an action that could be taken at a board or board-committee meeting through a written consent signed by all directors or all committee members, as applicable. The consent must be filed with the records of proceedings of that board or committee.
Committee authority
Under § 12:224(E)(8), a committee has at least two directors and exercises board powers only to the extent provided by a board resolution, articles, or bylaws. Written consent under subsection (9) does not enlarge that delegated authority.
What trips people up
La. R.S. § 12:224(E)(9) says all directors or committee members sign, regardless of the number who could approve the action at a meeting. The section also places the signed writing with the board's or committee's proceeding records.
Common questions
Is a separate post-consent notice required?
La. R.S. § 12:224(E)(9) requires every acting director or committee member to sign and prescribes filing with proceeding records. It states no separate post-consent notice step.
May the committee consent to any board matter?
La. R.S. § 12:224(E)(8) ties its power to the authority provided in the board resolution, articles, or bylaws. Subsection (9) supplies the no-meeting procedure for matters the committee may take at a meeting.
Statutes and sources
- La. R.S. § 12:224(E)(8)–(9) — committee powers and unanimous written consent; accessed October 1, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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