Written consent

What written consent actually requires

Written consent is not a lower bar than a vote at a meeting, it is a different mechanism with its own rule: everyone has to sign. Where a nonprofit corporation statute allows a board to act this way, the action only becomes effective once every director entitled to vote has delivered a signed resolution describing exactly what is being approved.

"if each director entitled to vote with respect to the subject matter thereof executes a consent in the form of a record describing the action to be taken and delivers it to the nonprofit corporation"

Source: Rev. Code Wash. Section 24.03A.570, Washington State Legislature

One holdout director means the consent process has not produced a valid action. The board's only remaining option is to hold an actual meeting. Whether this mechanism exists at all for your board, and whether it requires unanimity or only a majority, depends on your state's statute and your own bylaws.

Discussing by email is not the same as voting by email

Boards often mistake an email thread where everyone chimes in for a valid action. At least one state's statute draws a hard line between the two.

"Members of the board of administration may use e-mail as a means of communication but may not cast a vote on an association matter via e-mail."

Source: Florida Statutes Section 720.303, Florida Legislature

This exact rule is Florida's, but the underlying lesson travels: talking a decision over by email does not automatically satisfy whatever method your state or bylaws actually require for casting a valid vote. If your board wants to act outside a meeting, use the specific mechanism your statute and bylaws set up for that, not an informal reply-all.

The clock on a written consent

Written consent is not open-ended. Where a statute authorizes it, the gap between the first director's signature and the last is capped. Washington's nonprofit statute sets that cap at sixty days: the action becomes effective once consents from every voting director are delivered, but if the first signature is older than sixty days when the last one arrives, the process does not count as one valid action.

Practically, that means a secretary circulating a consent form should track the date of the first signature and treat it as a deadline, not a formality.

Check before you rely on it

Written consent is a tool for directors acting as a board, not a way for the general membership to vote without a meeting. Before your board leans on it: confirm your state's nonprofit corporation statute or your bylaws actually authorize board action without a meeting, confirm whether it demands every director's signature or only a majority, and confirm any time limit on collecting them. None of that is universal, and a board that assumes the Washington rule above applies to it is guessing.