Board decisions between meetings: written and online resolutions

Something comes up between board meetings: a quote that must be accepted by Friday, a tenant matter, a grant application with a deadline. Calling a meeting for a single item is a lot of effort; deciding in an email thread is easy but leaves no proper trail. The written resolution, or its online version, sits in between. It is a real board decision, made without a meeting, with the same minutes and the same weight, provided you follow a few rules.

What allows it

Look in two places: the bylaws and the board's rules of procedure. A typical clause says that the board may decide in writing, or by electronic means, when the chair finds it necessary and no member demands a meeting. Some bylaws instead let the chair decide urgent matters alone and report to the next meeting. Either works, as long as you follow it.

If both are silent, the general principle in most countries is that a collegial body may decide without meeting if all its members agree to that procedure. German law states it expressly: under § 32 (3) BGB, which applies to a board with several members through § 28 BGB, a resolution may be passed without a meeting only if all members declare their consent in text form, unless the bylaws provide otherwise. The pandemic-era rule that let a written resolution pass with only half the members taking part has expired. Elsewhere it follows from the idea that nobody can be deprived of the right to deliberate without agreeing to it.

The practical advice is to stop relying on the general principle and adopt a clause. Something like: "The board may take decisions in writing or electronically. The chair sets a deadline of at least three days. If any member requests a meeting before the deadline, the matter is deferred to a meeting. Otherwise the decision is taken by the majority required for the matter and recorded in the minutes of the next meeting." Adopt it at a board meeting, or in the bylaws if they require it.

Unanimity or majority

Keep two questions apart. The first is whether the board may decide this matter without a meeting. The second is whether the matter is approved. The safe default is that the first needs everyone: any member can insist on a meeting, and a member who does not respond by the deadline has not consented. The second is decided by whatever majority the bylaws set for the matter, usually a simple majority of the board.

Some bylaws require unanimity on the matter itself for written resolutions. Check yours. If one member objects to the procedure, do not push the decision through; hold a short meeting instead. A written resolution taken over the objection of a board member is exactly the kind of decision that gets challenged later.

Conflicts of interest

The same rules apply as at a meeting. A member with a personal interest in the matter, a contract with their own company, a dispute with their own tenant, declares it and does not vote. Online, the chair excludes that member from the vote on that item and notes the declaration in the record. Whether the excluded member still counts towards the quorum depends on the bylaws; if they say nothing, note the situation and let the remaining members decide.

How to run it online

Send the proposal as a final text with any attachments, not as a draft to be improved on the way. Every member receives the same material at the same time through a personal link, and votes for, against or abstain. Add a fourth option, "I request a meeting", so nobody has to send a separate email to exercise that right. Board decisions are open votes: each member's position is recorded, because board members are accountable for their votes in a way that ordinary members at a general meeting are not.

Set a deadline of a few days and do not change the text once voting is open. If a member proposes an amendment, withdraw the resolution and start again, or take it to a meeting. A form or a survey tool can be made to work for a small board on an open matter, but it has no record worth the name; the guide on Google Forms and Doodle explains why.

Minutes

Record the resolution exactly as you would a decision taken at a meeting: the text, the date it was opened and closed, who voted how, any declaration of interest, and the result. Give it a number in the same series as the ordinary decisions. Attach the record from the system. Read the resolution into the minutes of the next board meeting, so that it appears in the board's continuous record.

What it is not for

Written resolutions suit clear, urgent or routine matters where the board already agrees. They do not suit anything contested, anything that needs a discussion, decisions about staff, or matters the bylaws reserve for a meeting or for the general meeting, such as the annual accounts and the budget. And they are not a way to avoid a board member who asks awkward questions. If in doubt, meet. An online meeting of the board takes half an hour and leaves no argument about procedure, and the step-by-step guide for general meetings applies in a smaller form.

Checklist

• Bylaws or rules of procedure allow written or electronic decisions, or all members consent.
• Final text with attachments sent to all members at the same time.
• Deadline set; option to request a meeting offered.
• Conflicts of interest declared and the member excluded from that vote.
• Result recorded with each member's vote and read into the next minutes.