Nonprofit Corporation Board Action Without a Meeting in Rhode Island

Short answer Rhode Island allows nonprofit directors to act without a meeting if every director signs a written consent setting out the action. The consent has the same force and effect as a unanimous vote. The statute names incorporators, members, and directors for this route, but does not expressly give committee members a separate written-consent procedure; committees have only their delegated authority and statutory exclusions.

State

Rhode Island

Statute checked

October 1, 2026

Sources

2 statutes

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At a glance

Governing law and documents	Rhode Island Nonprofit Corporation Act § 7-6-104(a); no articles/bylaws variation stated in that consent provision
Covered actions and limits	Action required or permitted at meeting of incorporators, members, or directors (§ 7-6-104(a)); board focus here
Required consent threshold	All directors sign written consent; no lesser board threshold stated (§ 7-6-104(a))
Notice and objection	Unanimous director signatures under § 7-6-104; no separate consent notice or objection route stated there
Committee action	§ 7-6-104 does not name committee members; § 7-6-26 grants committees delegated authority with listed exclusions, but no express committee-consent method
Form, signature, and electronic method	Written consent setting forth action taken, signed by all directors; no separate electronic method stated in § 7-6-104
Delivery and records	§ 7-6-104 states no separate delivery recipient or minutes-filing step for the consent
Effective time and revocation	§ 7-6-104 states no separate effective-time, future-effect, or revocation rule
Legal effect and exceptions	Consent has same force/effect as unanimous vote; may be stated in articles or document filed with secretary of state (§ 7-6-104(b))

Requirements one by one

Every director signs

Under § 7-6-104(a), a consent in writing must set out the action and be signed by all directors when the board acts. The same provision also names incorporators and voting members, but each is a separate actor; signatures from members do not replace the directors' signatures for board action.

What trips people up

Section 7-6-104 does not name committee members. Section 7-6-26(a) lets a board delegate authority to a committee of at least two directors, but it does not expressly extend § 7-6-104's no-meeting consent method to committee members. Committee authority itself excludes the listed article and bylaw changes, appointments and removals, major transactions, and dissolution actions.

The consent rule states no separate delivery, minutes-filing, or effective-date condition. A corporation should still check its articles and bylaws before circulating a consent, because § 7-6-104 does not supply those operational details.

Common questions

Can only a majority of directors sign?

No. Section 7-6-104(a) requires all directors to sign for board action under its written-consent route.

Does the written consent count as a vote?

Yes. Under § 7-6-104(b), it has the same force and effect as a unanimous vote, and that effect may be stated in articles or another document filed with the secretary of state.

Statutes and sources

R.I. Gen. Laws § 7-6-104 — unanimous director consent and vote effect; accessed October 1, 2026.
R.I. Gen. Laws § 7-6-26(a) — committee creation, authority, and exclusions; accessed October 1, 2026.

Source links

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

R.I. Gen. Laws § 7-6-104(a)–(b) · accessed 2026-10-01

R.I. Gen. Laws § 7-6-26(a) · 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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