Nonprofit Corporation Board Action Without a Meeting in Virginia

At a glance

Requirements one by one

Who must consent and when

Va. Code § 13.1-865(A) ordinarily requires each director to sign a consent describing the action and deliver it to the corporation. The articles may expressly authorize fewer signers, but never below the greater of a majority of directors in office or the quorum required by the articles or bylaws; applicable document voting requirements still govern. The articles or bylaws may require action at a meeting instead. The lower-signer route cannot be used if members must also adopt or approve the action.

Notice and objection on the lower-signer route

For fewer-than-all consent, § 13.1-865(A) requires written notice describing the proposal to all directors at least 10 business days before action, or longer if the documents require. Any director may block the proposed no-meeting action by delivering an objection within 10 business days after notice. The corporation must promptly notify each director of an objection.

Delivery, records, and effective time

Section 13.1-865(B) makes action effective when the last required director signs, unless the consent specifies a different effective date; then it must state each director's execution date. Section 13.1-932(A) separately requires a permanent record of board action without a meeting and committee action in place of the board. A written consent and signature may be accomplished by electronic transmissions under § 13.1-865(E).

Committee action

Section 13.1-869(C) applies the board action-without-meeting statute to committees and their members. The committee's actual delegated authority remains limited by § 13.1-869(D), including its bans on filling board or committee vacancies and changing bylaws.

What trips people up

Section 13.1-865(C) lets a director revoke by signing and delivering a revocation before the corporation receives unrevoked written consents from the required number. Subsection (D) also allows a person's consent to become effective at a future time or event, but no more than 60 days ahead, only if that person is a director then and has not revoked it.

On January 1, 2027, revised § 13.1-865 will change the lower-signer floor to the greatest of a majority in office, a quorum, and the document-required meeting approval number. Its advance-notice rule remains, while the objection condition becomes an objection received before action; electronic transmissions will expressly cover objections too. The current-law rule above governs until that date.

Common questions

Does a unanimous consent need the lower-signer notice?

Section 13.1-865(A) attaches its advance notice and objection procedure to action by fewer than all directors. A consent from every director uses the first sentence's all-director route, subject to any meeting requirement in the articles or bylaws.

Is the consent equivalent to a board vote?

Section 13.1-865(F) gives a signed consent the effect of action taken at a board meeting and allows a document to describe it that way. That procedural effect does not enlarge a committee's delegated powers under § 13.1-869(D).

Statutes and sources

• Va. Code § 13.1-865 — current and January 1, 2027 board-consent text; accessed October 1, 2026.
• Va. Code § 13.1-869 — committee application and limits; accessed October 1, 2026.
• Va. Code § 13.1-932 — permanent corporate records; accessed October 1, 2026.