Nonprofit Corporation Board Action Without a Meeting in Missouri

Short answer Missouri permits nonprofit board action without a meeting when all board members act and each director signs a written consent describing the action, unless the articles or bylaws provide otherwise. The consents must be included in the minutes filed with corporate records. Action ordinarily takes effect when the last director signs.

State

Missouri

Statute checked

October 1, 2026

Sources

2 statutes

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At a glance

Governing law and documents	Missouri Nonprofit Corporation Act § 355.381; articles or bylaws may provide otherwise
Covered actions and limits	Action required or permitted at a board meeting under Chapter 355 (§ 355.381(1))
Required consent threshold	All board members act; each director signs; effect of meeting vote (§ 355.381(1), (3))
Notice and objection	§ 355.381 requires all-member consent and states no distinct notice or objection route
Committee action	Board consent rules apply to committees and members; committee has at least two directors and limited delegated authority (§ 355.406(1), (3)–(5))
Form, signature, and electronic method	One or more written consents describe action and each director signs; § 355.381 states no separate electronic method
Delivery and records	Consents included in minutes filed with corporate records; § 355.381 states no separate delivery predicate
Effective time and revocation	Effective when last director signs unless different date specified; § 355.381 states no revocation sequence
Legal effect and exceptions	Effect of meeting vote and may be described as such; articles/bylaws may vary (§ 355.381(1), (3))

Requirements one by one

Every director signs and the consents enter the records

Mo. Rev. Stat. § 355.381(1) requires action by all board members and one or more written consents describing it, signed by each director. The consents must be included in the minutes filed with corporate records. The articles or bylaws may provide otherwise.

Committee action

Section 355.406(3) applies the board action-without-meeting rule to board committees and their members. A committee has two or more directors under subsection (1), and may act only within delegated authority. Subsection (5) reserves distribution, certain member-approval, vacancy, and governing-document actions from committees, subject to the stated vacancy exception.

What trips people up

Section 355.381(2) makes action effective when the last director signs unless the consent specifies a different effective date. The provision does not state a separate delivery or revocation procedure. It gives a signed consent the effect of a meeting vote under subsection (3).

Common questions

Can directors sign separate counterparts?

Section 355.381(1) permits one or more written consents describing the action, as long as each director signs and the consents enter the corporate minutes.

May a committee amend bylaws by consent?

Section 355.406(5)(4) forbids a committee from adopting, amending, or repealing bylaws. Using the written-consent procedure does not give a committee that power.

Statutes and sources

Mo. Rev. Stat. § 355.381 — board consent, timing, and effect; accessed October 1, 2026.
Mo. Rev. Stat. § 355.406 — committee application and limits; accessed October 1, 2026.

Source links

Every statute quoted above, linked, with the date we checked it.

Mo. Rev. Stat. § 355.381 · accessed 2026-10-01

Mo. Rev. Stat. § 355.406 · accessed 2026-10-01

This page gives general legal information about action without a meeting by the board or board committee of an ordinary domestic nonprofit corporation. It is not legal advice. Articles, bylaws, membership structure, board size, committee authority, the proposed action, notice, delivery, and dates may change the applicable procedure. A consent that satisfies the procedural statute may still require separate member or transaction approval and may raise fiduciary or tax questions. Confirm current official law and governing documents and seek qualified advice for a disputed or consequential action.

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