Nonprofit Corporation Board Action Without a Meeting in Utah
At a glance
| Governing law and documents | Revised Nonprofit Corporation Act § 16-6a-813; bylaws may vary either route; committee application under § 16-6a-817(3) |
|---|---|
| Covered actions and limits | Action required or permitted by ch. 6a at board meeting; committee limited by delegated authority and listed exclusions (§§ 16-6a-813(1)–(2), -817(4)) |
| Required consent threshold | Unanimous route: all directors; noticed route: yes votes needed if all directors in office were present and voted (§ 16-6a-813(1)–(2)) |
| Notice and objection | Noticed route: written notice to each director states action, deadline, silence effect; timely unrevoked written demand blocks no-meeting action (§ 16-6a-813(2)) |
| Committee action | Board action rules §§ 16-6a-812–.816 apply to board committees/members unless bylaws differ; delegated-power limits remain (§ 16-6a-817(3)–(4)) |
| Form, signature, and electronic method | Unanimous writing signed by last director; noticed votes/demands may use qualifying electronic transmission identifying sender/date (§ 16-6a-813(1), (3)) |
| Delivery and records | Unanimous revocation received by secretary/authorized recipient; noticed votes/demands and revocations effective on corporation's receipt (§ 16-6a-813(1)(b), (2), (3)(d)) |
| Effective time and revocation | Unanimous: last signature unless board sets date; revoke before then; noticed: deadline unless notice sets date, with votes/demands revocable through deadline (§ 16-6a-813(1)–(2)) |
| Legal effect and exceptions | Same effect as directors' meeting action; may be described as such in any document (§ 16-6a-813(4)) |
Requirements one by one
Unanimous written consent
Utah Code § 16-6a-813(1) permits action by all board members' written consent unless the bylaws say otherwise. The last director's signature takes the action. Before then, a director may revoke by a signed writing received by the secretary or another authorized recipient. The board may set a different effective date.
Notice, votes, and demands
Utah Code § 16-6a-813(2)(a)–(c) offers another route: send each director written notice of the action, response deadline, and consequence of silence. Under § 16-6a-813(2)(c), at the deadline, unrevoked written yes votes must equal at least the votes needed if all directors in office were present and voted; the corporation must have no unrevoked written demand to take the action at a meeting. A director may revoke a vote, abstention, or demand by writing received by that deadline. The default effective time is the deadline unless the notice states another date.
Electronic responses and committees
Under § 16-6a-813(3), an electronic transmission of a vote, abstention, demand, or revocation under the noticed route counts as written, signed, and dated if it identifies the director and transmission date. Communications to the corporation count only on receipt. Utah Code § 16-6a-817(3) applies the board's no-meeting procedure to board committees and members unless the bylaws differ; subsection (4) limits delegated matters.
What trips people up
Silence on the noticed route counts as abstaining and failing to demand a meeting; it does not supply an affirmative vote. Under § 16-6a-813(2), a timely written demand prevents no-meeting action unless revoked.
Common questions
Can a committee use either no-meeting route?
Yes. Utah Code § 16-6a-817(3) applies §§ 16-6a-812 through 16-6a-816 to committees and their members unless bylaws provide otherwise. A committee still needs authority over the matter under subsection (4).
Does the written action count as meeting action?
Yes. Utah Code § 16-6a-813(4) gives it the same effect as directors' meeting action and permits that description in a document.
Statutes and sources
- Utah Code § 16-6a-813 — unanimous consent, noticed voting, electronic form, effectiveness, and revocation; accessed October 1, 2026.
- Utah Code § 16-6a-817(3)–(4) — committee application and limits; accessed October 1, 2026.
Source links
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