Nonprofit Corporation Board Action Without a Meeting in Washington

At a glance

Requirements one by one

Who signs the consent

Under Wash. Rev. Code § 24.03A.570(1), each director entitled to vote must execute and deliver a record describing the proposed action. The articles or bylaws may prohibit action without a meeting. Section 24.03A.010(23) treats a signed written record or an identifiable electronic transmission showing intent to execute as execution; its definition of a record also covers retrievable electronic information. Section 24.03A.565(5) forbids a director's proxy from executing the consent.

The interested-director exception

Section 24.03A.570(2) excludes an interested director who abstains in writing from the eligible-director count only if the board makes the specified benefit and fairness or better-arrangement determination, records that determination in the consent or corporate records, and all noninterested directors approve. Interest alone does not remove a signer from the count.

Delivery, timing, and permanent records

The action becomes the board's act when all required executed consents reach the corporation under § 24.03A.570(3). No more than 60 days may elapse between the first director's signature and execution by all required directors. The consent may specify when the action will take effect. Section 24.03A.210(1) requires permanent records of unanimous board-consent action and committee action on the corporation's behalf.

Committee use

Section 24.03A.575(3) applies the board-consent rule to committees and their members to the greatest practicable extent. A committee can consent only within its delegated powers; subsection (5) reserves actions such as bylaw amendment, merger, and voluntary dissolution from committees.

What trips people up

A director may withdraw consent under § 24.03A.570(3) by executing a revocation in the form of a record and delivering it to the president, secretary, or designated officer before the corporation receives all required unrevoked consents. A late revocation does not undo action already effective under that delivery rule.

Common questions

May directors sign electronically?

Yes, if the transmission carries enough information to identify the sender and intent to execute under § 24.03A.010(23). The record definition in § 24.03A.010(63) also requires a qualifying electronic transmission to be retainable and reproducible.

Does a consent have the effect of a meeting vote?

Yes. Section 24.03A.570(4) gives it the effect of action at a board meeting and permits a document to describe it that way.

Statutes and sources

• Wash. Rev. Code § 24.03A.010 — delivery, execution, and record definitions; accessed October 1, 2026.
• Wash. Rev. Code § 24.03A.210 — permanent action records; accessed October 1, 2026.
• Wash. Rev. Code § 24.03A.565 — director proxy limit; accessed October 1, 2026.
• Wash. Rev. Code § 24.03A.570 — board consent, abstention, timing, revocation, and effect; accessed October 1, 2026.
• Wash. Rev. Code § 24.03A.575 — committee application and reserved powers; accessed October 1, 2026.