Nonprofit Corporation Board Action Without a Meeting in Tennessee
At a glance
| Governing law and documents | Tenn. Code Ann. § 48-58-202; charter or bylaws may provide otherwise |
|---|---|
| Covered actions and limits | Meeting action required or permitted by Title 48, chapters 51–68; committee powers remain limited by § 48-58-206(e) |
| Required consent threshold | All directors consent to the no-meeting procedure and sign; affirmative votes needed are those sufficient at a meeting (§ 48-58-202(a)) |
| Notice and objection | § 48-58-202 prescribes unanimous consent to the procedure; it specifies no separate advance or later notice or objection process |
| Committee action | § 48-58-206(c) applies board consent rules to committee members; committee can act only within delegated authority and § 48-58-206(e) limits |
| Form, signature, and electronic method | One or more written consents describing action, each director's signature; § 48-58-202 states no special electronic-signature method |
| Delivery and records | Consents included in minutes filed with corporate records; § 48-58-202 states no separate delivery condition |
| Effective time and revocation | Effective on last director's signature unless consent specifies another date; § 48-58-202 states no express revocation or collection window |
| Legal effect and exceptions | Consent has effect of a meeting vote (§ 48-58-202(c)); committee cannot use it to exceed § 48-58-206(e) limits |
Requirements one by one
Consent and vote
Section 48-58-202(a) separates consent to act without a meeting from the vote on the action. Every director must consent to the procedure and sign the written record, while the affirmative vote needed for the action is the number that would authorize it at a meeting. The written consent must describe the action, and one or more documents may carry the signatures.
Effective time and records
Under § 48-58-202(b), the ordinary effective event is the last director's signature, unless the consent specifies another date. Subsection (a) calls for the consent to be included in the minutes filed with the corporate records. Subsection (c) gives the signed consent the effect of a meeting vote.
What trips people up
Section 48-58-206(c) applies the board's action-without-meeting rule to board committees and their members. That does not expand a committee's authority. Under § 48-58-206(e), for example, a committee cannot use a consent to approve or recommend a merger to members, fill a board vacancy, or change the bylaws.
Common questions
Can the directors sign separate copies?
Yes. Section 48-58-202(a) permits one or more written consents, provided the required directors sign and the documents describe the action.
Must the signed consent be delivered to the corporation before it takes effect?
Section 48-58-202(b) sets the default effective event at the last director's signature, subject to another date in the consent. Subsection (a) separately requires inclusion in the minutes filed with the corporate records.
Statutes and sources
- Tenn. Code Ann. § 48-58-202 — consent, vote, minutes, and effective time; accessed October 4, 2026.
- Tenn. Code Ann. § 48-58-206 — committee coverage and limits; accessed October 4, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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