Florida Nonprofit Corporation Law:
Can Directors Act Without a Meeting?

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General Rule: Directors must actually meet 

• See Section 617.0824 FS - "If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or the bylaws require the vote of a greater number of directors.


• The informal polling of directors through an exchange of emails is NOT sufficient

Exception, Actions by unanimous written consent .

• As authorized by Section 617.0821 FS directors can act by unanimous written consent (each consent must be signed by the director giving the consent).


• This Can be Done by an Exchange of Emails:  It is possible to obtain unanimous written consent by exchanges of emails.  ALL directors must reply in the affirmative AND their reply must be electronically "signed" in accordance with the requirments of the Florida Electronic Signatures Act.


• CLICK HERE for the document to be inserted into the minute book AFTER all of the directors have replied to the email soliciation consenting to the proposed action

Sample Request for Unanimous Written Consent by Email
Cut and Paste the sample text below into your email program then edit to suit your needs

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To: Members of the Board of Directors I am writing to you as the Secretary of <<**enter name of corporation**>>. One or more resolutions are needed to authorize <<**type a short summary**>>.  Such resolutions can be adopted without a formal meeting of the directors PROVIDED 100% of the directors reply to this message and consent to the resolutions by electronically "signing" their names. The text of the proposed Resolutions are as follows: <<**enter the text of the Resolution here**>> If you consent PLEASE REPLY TO THIS MESSAGE.  Before sending the reply, cut and paste the following text into body of your reply then type your name in the space indicated (this will be your "electronic signature"): _______________________________________________________________ I consent to the adoption of the Resolutions ELECTRONIC SIGNATURE - The act of typing my name below and then sending a reply to this message is intended to serve as my authorized electronic signature indicating approval of the proposed Resolutions: Type your name here ----> It is my express intent to adopt the name typed above as my electronic signature and that it have the same force and effect as a written signature done with ink. ---------------------------------------------------------------