Unanimous written consent in lieu of a meeting
Can Stock Photo/iqoncept
One of the useful techniques to add to your voting toolkit is “unanimous written consent in lieu of a meeting.” If allowed by state law, you can use this approach when it’s not feasible to hold a live board meeting.
In order to do this, prepare a written motion proposing the action that you would like to see approved. Then send it to all the board members and request each member to send back their written approval. These days we are likely to use email to do this, which is fine.
If every single person on the board agrees, and sends back their written consent, then your board has approved the action. Of course, you must be confident that the email is actually the message of the person who claims to send it. You must file the record of each individual agreement in your minute book or “journal” of your board’s activities. This makes for a lot of paper as you print out each email, or careful copying and pasting if you keep electronic records of your decisions.
This is not the best approach to board decision-making. Robert’s Rules of Order, and common sense, emphasize that discussion and deliberation among the members are critical to achieve the best outcomes for your organization. However, there may be circumstances where unanimous written consent in lieu of a meeting will serve.
Please note that every single person must vote to approve. If one of your board members is climbing Mt. Kilimanjaro, or is sick in the hospital and can’t respond, then the decision is not unanimous and the vote fails.
This technique is an exception to the general rule that boards can’t vote by email. Some groups have an unfortunate practice of sending out an email message, getting a majority in favor, and calling the result a board vote. This is not correct, unless you are under a governmental order that has authorized such methods during the pandemic emergency. Read more in our article, You can’t vote by email.
As always, this is not legal advice. Be sure to consult a qualified authority for your specific circumstances.
This is equivalent to a referendum and may be specified in the bylaws. I would recommend to at least follow a simple majority or 2/3 of all members in good standing, excluding any vacancies. It would still be very hard to pass, but unanimous consent lends itself to boycotts and obstructions, and would probably not be successful in that case.
We have seen unanimous written consent used on small boards (up to about 12 people), but for a body larger than that, it is unlikely to succeed. And yes, for larger bodies, having some kind of provision in the bylaws (if state law allows) is a good idea. Thanks for writing.