Nonprofit Corporation Board Action Without a Meeting in Maryland
At a glance
| Governing law and documents | General corporation law applies to nonstock corporations unless context or specific rule differs (§ 5-201); board consent under § 2-408(c) |
|---|---|
| Covered actions and limits | Any board or committee action required or permitted at a meeting (§ 2-408(c)) |
| Required consent threshold | Unanimous consent of every board or committee member entitled to vote on the matter (§ 2-408(c)) |
| Notice and objection | § 2-408(c) requires unanimous eligible-member consent and states no separate notice or objection route |
| Committee action | Committee members entitled to vote use the same unanimous-consent route (§ 2-408(c)) |
| Form, signature, and electronic method | Consent sets forth action; given in writing or by electronic transmission by each eligible member (§ 2-408(c)) |
| Delivery and records | Consent filed in paper or electronic form with board or committee minutes; future assent delivered to corporation or agent (§ 2-408(c)–(d)) |
| Effective time and revocation | Future assent effective within 60 days of delivery, including on event; person must then be director and not have revoked; revocable before effective time unless consent says otherwise (§ 2-408(d)) |
| Legal effect and exceptions | Unanimous consent authorizes board/committee meeting action; § 5-201 applies general law unless specific nonstock rule differs |
Requirements one by one
Who consents, how, and where it goes
Md. Code, Corps. & Ass'ns § 5-201 applies the general corporation law to nonstock corporations unless context or a specific rule differs. Section 2-408(c) requires unanimous consent by every board or committee member entitled to vote on the matter. The consent must set forth the action, be given in writing or by electronic transmission, and be filed in paper or electronic form with the minutes of board or committee proceedings.
A future director's assent
Section 2-408(d) permits an individual who is not yet a director to give an assent effective later, including upon an event. The future time or event must occur no later than 60 days after delivery to the corporation or its agent. The individual must be a director at that time and must not have revoked the consent. Unless the consent provides otherwise, it is revocable before its effective time.
What trips people up
The 60-day rule in § 2-408(d) concerns an individual's future assent. Section 2-408(c) separately requires unanimous consent from everyone entitled to vote and filing with the minutes. A future assent does not count at the chosen time if its giver has not become a director or has revoked it before then.
Common questions
May a committee use electronic consents?
Yes. Section 2-408(c) names committees and allows each voting committee member to give consent by electronic transmission, with the consent filed electronically or on paper with the committee minutes.
Can someone consent before joining the board?
Yes, under § 2-408(d), if the consent's effective time is within 60 days after delivery and the person is a director then.
Statutes and sources
- Md. Code, Corps. & Ass'ns § 5-201 — general corporation law applies to nonstock corporations; accessed October 1, 2026.
- Md. Code, Corps. & Ass'ns § 2-408(c)–(d) — unanimous board and committee consent, future assent, and revocation; accessed October 1, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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