Nonprofit Corporation Board Action Without a Meeting in Mississippi
At a glance
| Governing law and documents | Mississippi Nonprofit Corporation Act § 79-11-257; articles or bylaws may provide otherwise |
|---|---|
| Covered actions and limits | Action required or permitted at a board meeting under the nonprofit act; committee power limited by § 79-11-265(4)–(5) |
| Required consent threshold | All board members must take action and each director sign; no meeting-quorum substitute in § 79-11-257(1) |
| Notice and objection | All-director consent under § 79-11-257; no separate notice or objection mechanism stated there |
| Committee action | § 79-11-265(3) applies board consent rule to committees; committee members sign within delegated powers and express exclusions |
| Form, signature, and electronic method | One or more written consents describing action, signed by each director; § 79-11-257 does not specify an electronic signature method |
| Delivery and records | Include signed consents in minutes or file with corporate records; § 79-11-257 does not make delivery a separate effectiveness trigger |
| Effective time and revocation | Effective on last director's signature unless consent states different date; § 79-11-257 states no separate revocation mechanism |
| Legal effect and exceptions | Signed consent has effect of meeting vote; committee exclusions in § 79-11-265(5) still apply |
Requirements one by one
Written action and records
Under § 79-11-257(1), directors may sign one or more written consents describing the action. Every director must sign under the default rule; a vote that would pass at a meeting is not enough by itself. The signed consents must be included in the minutes or filed with corporate records. The articles or bylaws may provide otherwise.
When the action takes effect
Under § 79-11-257(2), the action ordinarily takes effect when the last director signs, unless the consent specifies a different effective date. For example, if one director signs Monday and the last signs Wednesday, Wednesday is the default date. The section does not make record filing the effective-time event.
What trips people up
The consent record and a meeting record follow different procedures. Section 79-11-257(1) calls for every director's signed, action-describing consent, even where fewer affirmative votes would carry a motion at a meeting. A board should not treat an unsigned email exchange as the required written record.
Common questions
Can a committee act this way?
Yes, within delegated authority. Under § 79-11-265(3), the statute applies the board consent procedure to committees and their members. Subsections (4)–(5) exclude distributions, specified major transactions, director appointments and vacancies, and articles or bylaw changes from committee authority.
Does consent count as a meeting vote?
Yes. Under § 79-11-257(3), a signed consent has the effect of a meeting vote and may be described that way.
Statutes and sources
- Miss. Code § 79-11-257 — existing code text reprinted in official 2025 legislative materials; accessed October 1, 2026.
- Miss. Code § 79-11-265(3)–(5) — committee application and limits, likewise reprinted; accessed October 1, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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