Church Governance & the Board

Unanimous Written Consent Instead of a Meeting

Published 2026-09-17 · Church Governance & the Board

Short answer: unanimous written consent lets a board take an action without holding a meeting, but only if your bylaws and your nonprofit corporation statute allow it, and only if every single director signs. One abstention, one director who can't be reached, one silent inbox, and there's no action. Consent is for routine, uncontested decisions. Anything that needs discussion needs a meeting.

The wire has to go Friday. The board meets on the third Tuesday. Two of your seven directors are traveling, and the roof contractor wants a signed approval today.

That's the situation written consent exists for. It's genuinely useful and completely legitimate. It's also the governance tool churches misuse most often, because "everyone agreed on the group text" feels like the same thing and isn't. If you're unsure what a resolution should look like in the first place, start with board resolutions: when you need one and how to write it.

What unanimous written consent actually is

Written consent is a formal corporate action taken without a meeting. Instead of a motion, a second and a vote, each director signs the same written resolution. When the last signature lands, the action is taken and it has the same effect as a vote at a properly held meeting.

Three conditions have to be satisfied:

1. Your governing documents permit it. Most nonprofit corporation statutes allow board action by written consent, and most modern bylaws repeat the authorization. Some older church bylaws don't, and a few affirmatively require a meeting for board action.
2. It's unanimous. Not a majority. Not a quorum. Every director then in office. This is the part people get wrong.
3. It's in writing and it's signed. A document that states the resolution, dated, with each director's signature or a permitted electronic equivalent.

The word doing the work is *unanimous*. At a meeting, a 5-2 vote carries. By written consent, a 6-1 outcome is nothing at all. If one director won't sign, you don't have an action. You have a disagreement, and disagreements belong in a meeting.

When written consent is the right tool

Use it for decisions that are routine, time-sensitive and genuinely uncontested:

• Opening or changing a bank account, or updating authorized signers
• Approving a specific contract the board already discussed and agreed on
• Accepting a director's resignation
• Ratifying a filing deadline that falls between meetings
• Authorizing a signature on a document whose terms are already settled

The common thread: there's nothing left to deliberate. The board has already had the conversation, or the matter is administrative enough that no conversation is needed.

When it is the wrong tool

Written consent removes the discussion. That's the feature, and it's also the risk. Don't use it for:

Anything contested. If you suspect one director has concerns, the concerns are the reason to meet.

Compensation decisions. Setting or changing pastoral pay should show a deliberative process: data considered, the interested person out of the room, a recorded decision. A signature sheet shows none of that, and pay for anyone with influence over the organization is exactly where the process is examined later (IRS, Intermediate sanctions (excess benefit transactions)).

Related-party transactions. Any deal involving a director, a director's family or a director's business needs a real conflict-of-interest process, which is inherently a meeting exercise. Church assets aren't allowed to drift toward insiders, however friendly the deal looks (IRS, Inurement / private benefit). See what counts as a conflict of interest in a church.

Termination, discipline or anything involving an allegation. These need discussion, documentation and often counsel.

Membership decisions. Written consent is a *board* mechanism. If your bylaws give a decision to the members, the board can't take it by consent, or at all.

A substitute for meeting at all. A board that governs entirely by circulated signatures isn't deliberating, and over time it stops being a board.

How to do it properly

1. Check the bylaws first. Confirm written consent is authorized and note any conditions. Some documents require the consent to be filed with the minutes; some require a specific delivery method.
2. Write the resolution before you circulate it. One document, one action, in the same language it would have had as a motion: "RESOLVED, that the church is authorized to…" Include the date, the amount, the counterparty and any limits.
3. Send it to every director then in office. Not the executive committee. Not "the ones who care about this." Everyone.
4. Collect a signature from each. Signed copies in counterparts are fine. They don't all have to sign the same sheet. Note the date each signature was received.
5. Record it in the next meeting's minutes. The standard entry: "The chair reported that the board acted by unanimous written consent on [date] to [action]. The consent is filed with these minutes."
6. File the signed original with the corporate records, in the same place your minutes live. Keeping records that show what the organization did, and why, is a baseline expectation of exempt status (IRS Publication 1828, Tax Guide for Churches).

If a director won't sign, stop. Don't treat silence as agreement, and don't go ahead with the signatures you have. Put the matter on an agenda.

A worked example: the roof contract

The board has already discussed replacing the roof and reviewed three bids. At the last meeting it agreed on the contractor but not the final number, which was still being negotiated. The final price comes in Thursday at $46,800, and the contractor needs a signed approval by Friday to hold the schedule.

The chair drafts a consent: *the church is authorized to enter into a roofing contract with [contractor] in an amount not to exceed $48,000, and the treasurer is authorized to sign it and to make progress payments per the contract schedule.*

It goes to all seven directors Thursday morning. Six sign by Thursday evening. The seventh replies with a question about the warranty term.

The right move isn't to count six of seven. It's to answer the question. The warranty issue is resolved by mid-morning Friday, the seventh signature arrives, and the action is taken. If the question hadn't been resolved, there would have been no authorization and the schedule would have slipped, which is the correct outcome when a director has an unanswered concern about a $46,800 contract.

Note what the resolution did: it set a ceiling rather than a single fixed number, so a small variance wouldn't require going back around. That's careful drafting, and it's still a real limit.

How churches get this wrong

Treating an email thread as consent. Nine "sounds good to me" replies are not a signed resolution. Some states do allow electronic consent, but it still has to be a consent: a written action each director assents to, captured and retained.

Missing a director. Someone is on sabbatical, or nobody updated the roster after an election. The action fails, and usually nobody notices until a bank or a title company asks for the signed consent.

Using it for everything. If most of your board's decisions arrive by email, your governance has drifted. Consent should be the exception between meetings.

Never filing it. An unfiled consent is a decision no one can prove. It belongs with your board minutes and resolutions, permanently.

Writing it vaguely. "The board approves the building project" authorizes nothing specific. Name the counterparty, the amount and the limit.

Common questions

Does written consent need to be unanimous, or just a majority?

Unanimous, in the general rule that governs nonprofit boards. Written consent is an exception to the meeting requirement, and unanimity is the price of the exception. Check your own statute and bylaws, but plan on every director.

Can we do it by email or an e-signature tool?

Often yes. Many nonprofit statutes treat an electronic transmission a director authorizes as a signed writing, and e-signature platforms are widely used. Confirm your bylaws don't require ink, keep the audit trail, and store the completed document rather than the inbox thread.

Do committees use written consent too?

Usually, on the same terms, if the committee has delegated authority and the bylaws permit consent action. The consent still has to be unanimous among that committee's members, and it still gets reported to the full board.

What if we already acted, then realized the consent was defective?

Put it on the next meeting's agenda and have the board ratify it properly, with the defect noted. Ratification is a normal corporate act. Quietly backdating a signature is not. It turns a paperwork problem into a credibility problem, and there's no version of that worth the trouble it saves.

What should we record in the minutes about it?

The date of the consent, the action taken, the fact that all directors signed, and the location of the filed original. Details on what belongs in the record are in what should and should not go in minutes.

The practical wrap

Written consent is a fast lane for decisions the board has already made, not a way to avoid making them together. Keep it for the routine and the uncontested, write it as carefully as you'd write a motion, get every signature, and file it. Used that way, it will hold up the day someone asks to see it.

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Have the resolution ready before you need it. Board Minutes & Resolution Library includes unanimous written consent forms alongside the meeting minutes and resolution templates churches actually use. Fill in the action, circulate, sign and file. $69, instant download. See how it fits with the rest of your governance set on the church operations hub.

*Faith Docs provides self-help document templates, not legal advice. We are not a law firm. For representation, consult a licensed attorney.*