Section 307(b) of the California Corporations Code lets a board of directors take any action it could take at a meeting without actually holding one, as long as every director then in office consents in writing and the number of directors in office meets the board’s quorum requirement.1California Legislative Information. California Code CORP 307 – Directors and Management It is the statute that allows unanimous written consent in place of a board meeting.
What the Written Consent Must Include
The consent is a document, signed by the directors, that approves a specific action. Every director currently serving on the board must sign. One holdout defeats the process. A director who is simply unavailable to sign has the same effect as one who refuses, because the statute requires consent from all directors in office, not just those the corporation can reach.
Directors do not have to sign the same physical page. They may sign separate counterparts, and the signatures may be transmitted electronically. The action takes effect only once every signature has been collected. Until then, the board has not acted.
The signed consents must be filed with the minutes of the board’s proceedings.1California Legislative Information. California Code CORP 307 – Directors and Management This is not optional housekeeping. Every California corporation must keep minutes of the proceedings of its shareholders, board, and board committees, and the written consents become part of that record.2California Legislative Information. California Code CORP 1500 – Records and Reports Minutes may be kept in paper or electronic form, provided they can be converted to a legible paper document when needed.
Why Unanimity Matters
Section 307(b) is stricter than the normal voting rule for a board meeting. At a meeting, once a quorum is present, a majority of the directors present carries the decision. Written consent demands something very different: every single director in office has to sign. The threshold is not a majority, not a supermajority, but unanimity.
That is why written consent fits some decisions and not others. For a routine or time-sensitive matter where the board already agrees, collecting signatures is faster and cheaper than convening a meeting. For a contested matter, written consent is the wrong tool. A single dissenter forces the board back to a formal meeting, where a majority of those present can still carry the decision.
The Quorum Condition
Written consent is available only when the number of directors then in office meets the board’s quorum requirement. The default quorum under Section 307 is a majority of the authorized number of directors.1California Legislative Information. California Code CORP 307 – Directors and Management On a seven-seat board, that means four directors must be in office. The articles or bylaws can lower the quorum, but not below one-third of the authorized directors or two directors, whichever is larger. A one-director board is the sole exception; that director is a quorum alone.
If vacancies have dropped the board below quorum, the remaining directors cannot use Section 307(b) to act. They have to fill enough seats first, or operate through whatever emergency or vacancy-filling procedures the bylaws provide.
Written Consent Versus a Meeting Vote
The practical differences between acting under 307(b) and acting at a meeting are worth lining up:
- Written consent requires every director in office to sign. A meeting vote requires only a majority of the directors present.
- Written consent happens on paper (or electronically) and takes effect when the last signature arrives. A meeting happens at a time and place, with notice rules that vary by meeting type.
- Written consent produces no discussion record. A meeting generates minutes that reflect what was considered and how each director voted.
- Written consent is filed with the minutes. A meeting is memorialized in the minutes themselves.
Neither route is inherently better. They are two different mechanisms for the same thing: a valid board action.
What Section 307(b) Does Not Cover
A few boundaries are worth stating directly, because the subsection is often confused with neighboring rules.
Section 307(b) is a board rule. It governs how directors act. It is not the mechanism for shareholder action without a meeting, which lives in a different part of the Corporations Code. If you are looking for the rule that lets shareholders sign in lieu of holding an annual meeting, you are in the wrong statute.
Section 307(b) does not address notice, location, or remote participation. Those questions are answered by Section 307(a), which governs how actual meetings are called and conducted. If the board is holding a meeting rather than circulating a consent, 307(a) is the operative subsection.
Section 307(b) does not change the substantive rules that govern a particular action. If a transaction would require disinterested-director approval or shareholder ratification when done at a meeting, those requirements still apply when the action is taken by written consent. The consent route changes the procedure, not the standard.
Practical Points for Using Written Consent
Confirm who is in office before you circulate the document. The signature list has to match the current board exactly, including any director recently appointed to fill a vacancy. A consent that misses one sitting director is not a valid action.
Draft the resolution the way you would draft a motion at a meeting: specific action, clear language, any supporting recitals the board wants in the record. The consent document itself becomes the authoritative record of what was approved, because there are no minutes of discussion to supplement it.
Collect the signatures promptly. A consent that sits half-signed for weeks is a problem if the board’s composition changes before the last signature arrives. If a director leaves or is replaced midway through signing, the earlier signatures no longer represent the board that is now in office, and the process has to restart.
File the signed consents with the corporate minute book as soon as the action is complete. The statute requires it, and the record is what a shareholder, a creditor, a lender’s counsel, or a court will look at if the action is ever questioned.