Nonprofit Corporation Board Action Without a Meeting in Massachusetts
At a glance
| Governing law and documents | Chapter 180, § 10C incorporates Chapter 156B, § 59; articles or bylaws may provide otherwise |
|---|---|
| Covered actions and limits | Any action required or permitted at a directors' meeting (ch. 156B, § 59) |
| Required consent threshold | All directors consent in writing; consents count as meeting vote (ch. 156B, § 59) |
| Notice and objection | Section 59 requires all directors' written consent; it states no separate notice or objection route |
| Committee action | Section 59 states a board consent route; its committee sentence concerns telephone participation at a meeting |
| Form, signature, and electronic method | Directors consent in writing; § 59 does not prescribe an electronic method or dated signature |
| Delivery and records | Written consents filed with records of directors' meetings (ch. 156B, § 59) |
| Effective time and revocation | Section 59 states no distinct effective-time, future-consent, or revocation sequence |
| Legal effect and exceptions | Consent treated for all purposes as vote at meeting; articles/bylaws may provide otherwise (ch. 156B, § 59) |
Requirements one by one
All directors consent and the consents enter the records
Chapter 180, § 10C applies Chapter 156B, § 59 to a nonprofit corporation. Section 59 requires all directors to consent in writing to an action ordinarily taken at a directors' meeting, unless the articles or bylaws provide otherwise. The written consents must be filed with the records of directors' meetings. They are treated “for all purposes as a vote at a meeting.”
What trips people up
Section 59's second sentence about a committee concerns participation in a board or committee meeting by conference telephone. It does not itself state that a committee may take action by written consent without a meeting. The board's all-director written-consent route should not be applied to a committee solely because committee members may join a meeting by telephone.
The section does not set a separate effective-time, revocation, or future-consent sequence. Keep the completed written consents with the meeting records, and check the articles and bylaws before using the statutory default.
Common questions
Is a majority of directors enough to sign?
Chapter 156B, § 59 requires all directors' written consent unless the articles or bylaws provide otherwise.
Does the consent carry the effect of a meeting vote?
Yes. Section 59 expressly treats the written consents as a vote at a meeting for all purposes.
Statutes and sources
- Mass. Gen. Laws ch. 180, § 10C — applies Chapter 156B, § 59 to nonprofits; accessed October 1, 2026.
- Mass. Gen. Laws ch. 156B, § 59 — director consent and committee meeting participation; accessed October 1, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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