Can a Board of Directors
Act Without a Meeting?

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There are only two ways that directors can act without having a physical meeting:

• directors can act by unanimous written consent (see the statute quoted at the bottom of the page), and


• Meetings can be held by telephone or video conferencing (provided all the participants can see and hear each other)

The following are NOT permitted

• Directors can NOT act by written consents that are less than unanimous (even though a majority might have voted in the affirmative)


• Directors can NOT act by taking a vote by telephone poll


• Directors can NOT act by taking a vote by email poll


• Exception: It is possible to have an email poll qualify as an action taken by unanimous written consent (see the statute on this topic quoted below) PROVIDED that ALL directors respond in the affirmative AND their email responses are "signed" in manner that complies with the Florida "Electronic Signatures Act of 1996"

Below are the relevant provisions from the Florida Not For Profit Corporation Act:

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617.0801 Duties of board of directors.—All corporate powers must be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.


617.0824 Quorum and voting

[irrelevant sections omitted]

(3) 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.

[irrelevant section omitted]

617.0821 - Action by directors without a meeting.

(1) Unless the articles of incorporation or the bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors’ meeting or committee meeting may be taken without a meeting if the action is taken by all members of the board or of the committee. The action must be evidenced by one or more written consents describing the action taken and signed by each director or committee member.

(2) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

617.0820 - Meetings.

[irrelevant sections omitted}

(4) Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.