How does an HOA board take action by unanimous written consent between meetings?

By OurHOA · General information · Revised October 28, 2026

When an HOA board can act by written consent without a meeting, which decisions still need an open meeting, and the consent form, deadlines and filing steps.

Part of the HOA board handbook: running the board.

The short answer

Most HOAs are nonprofit corporations, and nonprofit law lets a board act without meeting if the directors sign a written consent. Whether your board can use that tool depends on a second layer: the HOA statute and its open-meeting rules. In Texas, Property Code section 209.0051(h) allows board action outside a meeting, including by email, but lists 15 kinds of decisions that still need an open, noticed meeting. In Colorado, section 7-128-202 of the nonprofit act allows action without a meeting by a written notice and vote procedure, and CCIOA's records statute recognizes it. In Florida, sections 720.303(2)(a) and 718.112(2)(c) bar directors from voting by email and require open board meetings, which leaves little room for written consents on association business. A unanimous consent signed by every director is the strongest form in any state, which is why this guide uses it as the default. Rules vary by state, by your articles and bylaws, and by your declaration. This is education, not legal advice.

Texas: what the corporate code and Chapter 209 allow

Business Organizations Code section 6.201(b) lets a nonprofit board act without a meeting, notice or vote if every director entitled to vote signs a written consent stating the action, and 6.201(c) gives that consent the same effect as a unanimous vote at a meeting. Section 22.220 allows a consent signed by fewer than all directors, but only if the certificate of formation or bylaws provide for it, and the directors who did not sign must get prompt notice. Section 6.205(b) treats an emailed consent as signed if it shows who sent it and the date. Chapter 209 then limits what the board can decide this way. Section 209.0051(h) requires that every director get a reasonable chance to give an opinion to all the others and to vote, and that the action be summarized orally, with any known or estimated spending, and recorded in the minutes of the next board meeting. It also bars action outside an open, noticed meeting on fines, damage assessments, starting foreclosure, starting enforcement actions (except restraining orders and health or safety threats), assessment increases, special assessments, architectural appeals, suspending an owner's rights before a hearing, lending or borrowing, adopting or amending a dedicatory instrument, the budget or a budget amendment, buying or selling real property, filling a board vacancy, building new capital improvements, and electing officers. Repairing, replacing or enhancing existing improvements is allowed. Section 209.0051(h) does not itself require every director to agree, but the corporate code requires every signature unless the governing documents allow fewer.

Colorado and Florida

Colorado's section 7-128-202 is not a pure unanimous consent. Unless the bylaws say otherwise, the association sends every director a written notice stating the action, the response deadline, and that silence counts as abstaining without demanding a meeting. The action passes if, by the deadline, the written yes votes equal what the action would need at a meeting with every director present, and no director has demanded in writing that the board meet instead. A director may revoke a vote or demand in writing before the deadline. Under 7-128-202(7), notices and votes may go by email unless the bylaws say otherwise, and (9) requires every writing to be filed with the board minutes. CCIOA section 38-33.3-317(1)(c) and (d) list those actions, and the directors' written communications and votes about them, among the association's records. CCIOA's open-meeting section, 38-33.3-308, does not address written consent, so the safe course is to use it sparingly and report it at the next open meeting. Florida section 617.0821 allows action without a meeting only when every director signs. But 720.303(2)(a) says directors may use email to communicate and may not cast a vote on an association matter by email, and board meetings must be open to members. Section 720.302(5) makes an HOA subject to both chapters. Condominiums have the same email ban in 718.112(2)(c). Unless your attorney approves a specific use, treat written consent as unavailable for association business in Florida and call an emergency meeting instead. Section 720.303(2)(c)1 drops the 48-hour posted notice in an emergency, and in a condominium, an item taken up on an emergency basis needs a vote of a majority plus one of the board and must be noticed and ratified at the next regular meeting under 718.112(2)(c).

When to use a written consent

Good uses are routine, time-sensitive items the board already agrees on: signing the renewal of an insurance policy already discussed at a meeting, approving a repair bid that came in after the meeting, adding a new treasurer as a bank signer after the officer election, or approving a contract before a vendor's price expires. Bad uses are anything owners would want to watch or argue about, anything on the Texas exclusion list, and any decision where a director disagrees. If one director wants to talk it through, hold a meeting. A short special meeting by video costs an hour and removes any doubt about the decision. If the board finds itself sending consents every month, schedule more meetings instead.

Steps and a sample timeline

1. Check your bylaws and articles for a written-consent clause, an email clause, or a ban. 2. Confirm the item is not on your state's excluded list. 3. The secretary drafts one consent per action, stating the exact action, the date sent and a response deadline. 4. Send it to every director at the same time, from the association's email account, with any bid or contract attached. 5. Collect signed or emailed responses with each director's name and date. 6. Once every director has signed, the secretary confirms the result to the full board in writing. 7. File the consent and all responses with the minutes. 8. Report the action at the next open meeting and record the summary in the minutes. A Texas example: Monday, the roofer's bid arrives with a price good for 10 days. Monday night, the secretary emails the consent and bid to five directors with a Thursday 5 p.m. deadline. Each director replies to all with 'I consent' by Wednesday. Thursday, the president signs the contract. At the regular meeting three weeks later, the treasurer summarizes the action and its $18,400 cost aloud, and the minutes record it.

Wording for the consent and the minutes

Consent: 'Unanimous written consent of the board of directors of [Association name] in lieu of a meeting. The undersigned, being all of the directors, consent to the following action: RESOLVED, that the association accepts the proposal of [vendor] dated [date] to [scope of work] for $[amount], and the president is authorized to sign the contract. This consent is effective when signed by all directors and will be filed with the minutes. Director name, signature or email reply, date.' Minutes entry: 'The secretary reported that on [date] the board acted by unanimous written consent to [action], at an estimated cost of $[amount]. The signed consent is filed with these minutes.' For Colorado's procedure, add the response deadline and the statement that failing to respond counts as abstaining and as not demanding a meeting, as 7-128-202(2) requires.

Mistakes that undo the decision

Treating a loose reply-all thread as the decision. 'Sounds good' from three of five directors states no action, no vote and no date, and in Colorado it skips the required notice. Ask each director for a clear yes or no on written wording. Leaving one director out because they are slow to answer. A unanimous consent needs every director, so the absent director's silence means the action failed. Using a consent for an excluded Texas item, such as a special assessment or filling a vacancy, then defending it later. Forgetting the next-meeting summary in Texas, or the filing with the minutes in Colorado, which leaves owners finding the decision in the bank statement. Keeping the consent in someone's personal inbox; save it with the association records, as our guide on HOA board email and shared accounts explains. Owners' side of this question is covered in our guide on whether an HOA board can make decisions by email.

Sources

These guides are general education for HOA boards and residents, not legal, tax, or financial advice. Rules vary by state and by your community's governing documents - check with a professional for your situation.

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