Action without Board Meeting without Unanimous Consent

Examples from Bylaws

The law has specific requirements for a board to be able to vote and take action without holding a meeting (such as by holding a board vote by email). Do your bylaws require all board members to agree in order to take action without a meeting? If not, the board may adopt a resolution which allows for action to be taken without a meeting without requiring unanimous consent of the board members, pursuant to the requirements of the law.

Specifically, the Nonprofit Act states, "Unless otherwise provided in the bylaws, any action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if [notice is sent to each board member and no board member demands that action not be taken without a meeting]."  Utah Code Section 16-6a-813.

So, a board may hold a board vote by email or otherwise take action without a meeting unless the bylaws require all board members to consent to take action without a meeting. 

The following are examples of bylaws that do not require all board members to consent to take action without a meeting:

Action Taken Without a Meeting.
Any action that may be taken at a meeting of the Management Committee may be taken without a meeting.

The following are examples of bylaws that do require all board members to consent to take action without a meeting:

  • "Action May Be Taken Without A Meeting. Any action to be taken at the meeting of the Management Committee or any action that be taken at a meeting of the Management Committee may be taken without a meeting if a consent in writing, setting for the action so taken, shall be signed by all the members of the Management Committee."
  • "Action Taken Without a Meeting.  The Committee shall have the right to take any action in the absence of a meeting which they could take at a regular or special meeting if all the Committee members agree in writing to take a vote or an action without a meeting. The action being taken shall not require unanimous consent of the Committee."
  • The following example does not necessarily require all board members to consent, but it has the same effect for purposes of Section 16-6a-813 (this example mirrors what the Nonprofit Act used to say): "Any action required or permitted by the Nonprofit Corporation Act to be taken at a meeting of the Condominium Management Committee may be taken without a meeting if each and every member of the Condominium Management Committee in writing either: (a) votes for the action; or (b)(i)(A) votes against the action; or (B) abstains from voting; and (ii) waives the right to demand that action not be taken without a meeting, in accordance with the provisions of the Nonprofit Corporation Act."

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