§ 308B.441 Action Without A Meeting

In plain language#

The board can act on paper (or electronically, see below) instead of at a meeting. ^{P1, § 308B.441}

Subd. 1 – Method. Any action required or permitted at a board meeting may be taken by written action signed by all of the directors. If the articles or bylaws so provide, any action other than an action requiring member approval may be taken by written action signed by the number of directors that would be required to take the same action at a meeting where all directors were present.

Subd. 2 – Effective time. Effective when signed by the required number of directors, unless the written action sets a different effective time.

Subd. 3 – Notice and liability. When written action may be taken by fewer than all directors, all directors must be notified immediately of its text and effective date. Failure to give notice "does not invalidate the written action." A director who does not sign or consent "has no liability for the action or actions taken by the written action."

How it works in practice#

• Unanimous written action needs no authorization in the bylaws. Action by fewer than all directors does, and it is unavailable for anything that requires member approval (for example, amending the articles under § 308B.221).
• Electronic signatures satisfy a signature requirement under § 308B.007, subd. 2(4), so a board can sign by e-signature if its records are kept as § 308B.245 requires. The unanimous written consent record is a permanent record under § 308B.245.
• Compare member action without a meeting: § 308B.541.

Related#

• Board meetings: § 308B.425 · Board vote: § 308B.435
• Guides: Run board and member meetings