Nonprofit Corporation Board Action Without a Meeting in Maine
At a glance
| Governing law and documents | Maine Nonprofit Corporation Act, 13-B M.R.S. § 707; articles/bylaws may provide otherwise |
|---|---|
| Covered actions and limits | Action required at directors' meeting or permitted at board/committee meeting under the Act (§ 707) |
| Required consent threshold | All directors or all committee members sign; no lesser statutory consent threshold (§ 707) |
| Notice and objection | Unanimous consent under § 707; no separate consent notice or objection route stated there |
| Committee action | Same § 707 route for a committee; all its members sign; consents filed with committee meeting minutes |
| Form, signature, and electronic method | Written consents setting forth action taken or to be taken, signed by every acting director/member; § 707 states no electronic method |
| Delivery and records | Consents filed with directors' or committee meeting minutes, as applicable (§ 707) |
| Effective time and revocation | Signatures allowed before or after intended effective date; § 707 gives no separate default date or revocation method |
| Legal effect and exceptions | Filed consents have same effect as unanimous vote (§ 707) |
Requirements one by one
Who signs and when
Under § 707, all directors or all committee members must sign written consents setting out the action taken or to be taken, unless the articles or bylaws provide otherwise. The statute permits signatures before or after the intended effective date. It does not specify a separate default effective event if the consent states none.
What trips people up
The signed consents must be filed with the minutes of the directors' meetings or committee meetings, whichever body acted. Section 707 gives the filed consents the same effect as a unanimous vote; a consent kept only in a director's personal files misses the stated filing step.
The statute expressly includes committees, but its consent rule does not itself grant a committee authority over a proposed matter. Check the board's delegation and the corporation's governing documents before treating committee signatures as board action.
Common questions
Can directors sign after the action's intended effective date?
Yes. Section 707 expressly permits signatures before or after that intended date, while still requiring every director or committee member to sign under its default rule.
Does the consent have the effect of a meeting vote?
It has the same effect as a unanimous vote under § 707 once the statutory consent and filing requirements are met.
Statutes and sources
- 13-B M.R.S. § 707 — director and committee written consent, signing time, minutes, and vote effect; accessed October 1, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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