Nonprofit Corporation Board Action Without a Meeting in New Jersey

Short answer Unless the certificate or bylaws provide otherwise, every trustee or committee member may consent in writing to an action authorized at a meeting, before or after the action. The consents must be filed with the board or committee minutes and have the effect of a unanimous vote.

State

New Jersey

Statute checked

October 1, 2026

Sources

1 statute

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At a glance

Governing law and documents	Nonprofit Corporation Act § 15A:6-7(c); certificate or bylaws may provide otherwise
Covered actions and limits	Action requiring or permitting authorization voted at a board or committee meeting (§ 15A:6-7(c))
Required consent threshold	All board trustees or all members of the acting committee consent; same effect as unanimous vote (§ 15A:6-7(c))
Notice and objection	§ 15A:6-7(c) calls for every member's written consent; it states no separate notice or objection step
Committee action	A board committee may use the same all-member written-consent procedure (§ 15A:6-7(c))
Form, signature, and electronic method	Consent must be in writing; § 15A:6-7(c) does not separately prescribe a signature date or electronic method
Delivery and records	Written consents filed with minutes of board or committee proceedings (§ 15A:6-7(c))
Effective time and revocation	Consent may precede or follow the action; § 15A:6-7(c) states no separate effective-time or revocation sequence
Legal effect and exceptions	Same effect as unanimous board or committee vote; may be stated that way in a filed certificate or document (§ 15A:6-7(c))

Requirements one by one

All trustees or committee members consent

Section 15A:6-7(c) allows consent “prior or subsequent to the action” if all members of the board or acting committee consent in writing. The certificate or bylaws may provide otherwise. The written consents must be filed with the minutes of that board or committee's proceedings.

What trips people up

This provision gives the consents the effect of a unanimous vote for all purposes. A certificate or other document filed with the Secretary of State may describe them that way. Section 15A:6-7(c) does not separately set a signature-date, electronic-consent, revocation, or effective-time procedure; check the governing documents and the proposed action before treating an exchange of messages as a completed consent.

Common questions

Can a committee act by consent?

Yes. Section 15A:6-7(c) expressly covers a board committee, with written consent from every committee member and filing with that committee's minutes.

May the board consent after the action?

Yes. The section expressly permits consent before or after the action, subject to its all-member written-consent and minutes requirements.

Statutes and sources

N.J.S.A. § 15A:6-7(c) — board and committee action without a meeting; accessed October 1, 2026.

Source links

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

N.J.S.A. § 15A:6-7(c) · 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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