Unanimous written consent for a nonprofit board

Unanimous written consent is a decision every director signs, on paper or electronically, instead of voting at a meeting. California, New York and the Model Nonprofit Corporation Act all allow it. It needs every director, so one who says no or never answers means there is no decision.

This is general information, not legal advice. Whether a particular consent is valid for your board is a question for its counsel.

How it differs from a vote at a meeting

At a meeting with a quorum, a motion usually passes with a majority of the directors present. Written consent replaces the meeting, so the bar is higher. The ABA's Model Nonprofit Corporation Act lets a board act without a meeting if each director signs a consent describing the action and delivers it to the corporation (NAPA Legal Institute, quoting section 8.21). Once every signature is in, the action counts the same as a unanimous vote at a meeting (Charity Lawyer Blog).

The agreement has to be in writing, so a phone call or a spoken "sounds fine" doesn't count. Directors also give up the chance to talk the question through together.

What happens when one director doesn't sign

• If one director says no, there is no action. Put the item on a meeting agenda.
• If one director never responds, there is no action either, however many others signed.
• Abstaining counts the same as not signing. California has a narrow exception for a director with a conflict of interest who abstains in writing.

Say someone emails the board, most directors reply yes, and the chair treats the matter as approved. Unless your state and your governing documents allow less than unanimous consent, that isn't a board action.

What state law says

The details depend on where you are incorporated.

California

Under Corporations Code §5211(b), board action "may be taken without a meeting if all directors individually or collectively consent in writing to that action," provided the directors in office make up a quorum. The consents "shall be filed with the minutes of the proceedings of the board." An "interested director" or a "common director" who abstains in writing isn't counted, under conditions set out in the statute (Corp. Code §5211).

Steven Chiodini of Adler & Colvin wrote in 2012 that a California board can act outside a meeting only if all directors consent in writing, and that this covers public benefit, mutual benefit and religious corporations (Adler & Colvin).

New York

Not-for-Profit Corporation Law §708(b) lets the board, or a committee of the board, act without a meeting if all members consent, in writing or electronically, to a resolution authorizing the action. An emailed consent must carry information showing that the director authorized it. The resolution and the consents are filed with the minutes. The certificate of incorporation or the bylaws can restrict all of this (N-PCL §708).

Texas

Business Organizations Code §22.220 lets the certificate of formation or the bylaws provide for a written consent signed by the number of directors it would take to pass the action at a meeting with every director present and voting. Each signature must be dated, and directors who didn't sign get prompt notice (Tex. Bus. Orgs. Code §22.220). Blue Avocado describes Texas as a state where majority written consent can be enough (Blue Avocado).

If your Texas bylaws are silent, plan on needing every director and confirm with counsel.

For more states, and for running the vote by email, see Can a nonprofit board vote by email?

What your bylaws decide

Check your articles and bylaws for:

1. Whether action without a meeting is allowed at all. New York lets the governing documents restrict it.
2. The threshold. In Texas the certificate or bylaws can set one below unanimity.
3. The form of consent. Some bylaws require a signed document, some allow email or electronic signatures, and some say nothing.
4. Who receives the consents and where they are kept. Often that is the secretary and the minute book.
5. Matters reserved for a meeting, such as electing officers, approving the budget or amending the bylaws.
6. Member approval. If your nonprofit has voting members, some actions need their vote too.

When to use it

Written consent suits routine matters with a deadline that need no discussion: a bank resolution, a grant agreement due before the next meeting, a lease renewal the board already talked through.

It doesn't suit a contested decision, since one director can block it. Hiring or removing an executive director, a merger, or a change of mission deserves a meeting. So does anything your bylaws reserve for a meeting. Take care with conflicts of interest too, and ask counsel how your statute treats an interested director.

How to run one

1. Confirm it is allowed. Check the statute and your bylaws, and note the sections.
2. Draft the consent. Write the resolution as clearly as you would for a meeting, and attach any document being approved.
3. Send it to every director at once, including new directors and anyone you assume is unavailable. Say how to sign, how to return it, and by when.
4. Collect a signature from each director. That can be ink, a scan or an electronic signature, depending on what your state and bylaws allow.
5. If the text changes after some directors have signed, start again.
6. Count against the full board. The action takes effect when the last signature arrives, unless the consent sets a later date.
7. If anyone declines or doesn't answer, stop. Move the item to the next meeting or call a special meeting.
8. File the consents with the minutes. California and New York require it. Blue Avocado notes that lawyers like to see the original signed consents kept in the minute book.
9. Note the action in the minutes of the next meeting.

What the consent should contain

• A title, such as "Action by Unanimous Written Consent of the Board of Directors of [Organization]"
• A sentence saying the directors act under your state's statute and the section of your bylaws
• A short background, if it helps explain the action
• The resolution in full
• A sentence allowing signature in counterparts (separate signed copies), and electronically if your rules allow
• A signature line for every director in office, with a printed name and the date
• The effective date, or a statement that the action takes effect when the last director signs
• An instruction to file the consent with the minutes

A sample

Copy this and have counsel check it against your state's statute and your bylaws.

Action by Unanimous Written Consent of the Board of Directors of [Organization]

The undersigned are all of the directors of [Organization], a [state] nonprofit corporation. Under [statute section] and [bylaws section], they consent to the following action without a meeting.

RESOLVED, that [the action, in full].

This consent may be signed in counterparts and electronically. It takes effect when the last director signs, and it will be filed with the minutes of the board.

[Printed name], Director. Signature: ________ Date: ________

How Karma Compass handles this

Karma Compass runs a vote between meetings only after someone on your board has recorded, with the passage cited, what your bylaws say about voting outside a meeting, the threshold to pass a motion, and whether a vote can be changed. Each director's vote is saved with who cast it and when. Whether a vote collected this way counts as written consent under your state's rules is a question for counsel.

See how board votes by email work in Karma Compass, and how the result reaches the minutes.

Sources

• California Corporations Code §5211: written consent of all directors, the quorum condition, filing with the minutes, and the exception for interested and common directors. Read 12 November 2026.
• New York Not-for-Profit Corporation Law §708: unanimous consent by the board or a committee, written or electronic, unless the certificate or bylaws restrict it. Read 12 November 2026.
• Texas Business Organizations Code §22.220: written consent by fewer than all directors where the certificate or bylaws provide for it. Read 12 November 2026.
• Can a California Nonprofit Board Vote by Email?: Steven Chiodini of Adler & Colvin, 6 December 2012.
• Taking Board Action Without A Meeting: the NAPA Legal Institute, quoting section 8.21 of the Model Nonprofit Corporation Act.
• Voting by Unanimous Written Consent: the Charity Lawyer Blog on the effect of a fully signed consent, published 15 November 2021.
• Can Nonprofit Boards Vote By Email?: Blue Avocado on Texas and on keeping the original signed consents.