Unless limited or prohibited by the articles or bylaws, action required or permitted by the RNPCA to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the voting power. The action must be evidenced by one or more consents in the form of a record bearing the date of signature and describing the action taken, signed by those members representing at least eighty percent (80%) of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
California Consents to Action by the Board of Trustees of a Non-Profit Church Corporation in Lieu of Meeting In California, a non-profit church corporation's Board of Trustees has the option to take action without holding a formal meeting through a process called "Consent to Action in Lieu of Meeting." This allows the board to make decisions and carry out important business matters efficiently while reducing the need for physical gatherings. The Consent to Action by the Board of Trustees is governed by California law, particularly the Corporations Code section 7211. This section outlines the requirements and procedures that must be followed to ensure the validity and legality of the action taken. To initiate the Consent to Action process, the board members must receive written notice of the proposed action, including all relevant details and supporting material. The notice should clearly state that they have the opportunity to approve or dissent from the proposed action by signing, either physically or electronically, the consent document. It is important to note that the consent document must be signed by all the board members who are entitled to vote on the matter at hand. If any board member is unable or unwilling to sign, their absence should be specifically noted on the consent document. This ensures transparency and prevents any confusion regarding the presence or absence of board members during the decision-making process. The consent document should clearly state the action to be taken, whether it is approving contracts, adopting policies, authorizing expenditures, or any other significant decisions regarding the church's operations. It should also mention any specific limitations or conditions associated with the proposed action, if applicable. Once each board member signs the consent document, it becomes effective as if it were approved through a formal board meeting. The signed document serves as conclusive evidence of the board's action and should be properly stored within the corporation's records. While the Consent to Action by the Board of Trustees in Lieu of Meeting is a common practice, it is essential to ensure compliance with all legal requirements. The church corporation should consult with legal counsel to understand and adhere to the specific regulations and provisions of the California Corporations Code. Different types of Consent to Action by the Board of Trustees may include but are not limited to approving changes to the corporation's bylaws or articles of incorporation, appointing or removing trustees, approving the sale or acquisition of property, hiring or terminating key personnel, or approving the annual budget and financial statements. In summary, Consent to Action in Lieu of Meeting provides flexibility and efficiency for non-profit church corporations in California. By following the designated procedures and obtaining the necessary signatures, the Board of Trustees can effectively make important decisions and fulfill their fiduciary responsibilities without the need for formal meetings.
