How do boards decide things between meetings?

The roof starts leaking in week two of an eight-week gap. The repair costs more than anyone can approve alone, the next meeting is six weeks out, and water does not wait for quorum. So the chair does what most chairs do: sends an email, collects a string of “approved!” replies, and tells the contractor to start.

The roof gets fixed. Whether the board actually decided anything is a different question, and it matters more than most boards realize. Here are the legitimate ways a board acts between meetings, in roughly the order to reach for them.

First choice: authority delegated in advance

The best mid-gap decision is one the board already made. Most “emergencies” between meetings are predictable in shape, if not in timing, and a board that has delegated sensibly handles them without convening at all:

Spending authority with limits. The executive director (or the treasurer, or the chair) can approve unbudgeted expenses up to a set amount, with anything above it coming to the board and everything reported at the next meeting. Pick a number that covers a roof-sized surprise, and write it into policy, not into somebody’s memory.

An empowered committee. An executive committee, or a finance committee with defined authority, can act for the board within written boundaries when the full board can’t convene in time. The boundaries are the point — a committee empowered to do “whatever’s needed” between meetings gradually becomes the board.

If your board keeps facing between-meeting decisions with no one authorized to make them, that’s not bad luck; it’s a delegation gap, and it’s fixable at the very next meeting.

Second choice: a special meeting

Boards forget this option exists, and it’s often easier than people think. If a decision is genuinely board-sized and genuinely can’t wait, call a special meeting — a real meeting, at an unusual time, with one item on the agenda.

Your bylaws say how: who may call one (typically the chair, or some number of members), how much notice is required, and how it must be delivered. Notice periods for special meetings are often short — a few days is common — and if your bylaws allow meeting by video or phone (most modern ones do; check), you can lawfully convene a quorum on a Tuesday night with less effort than the average email chain consumes.

Twenty minutes on video, one agenda item, a real motion, a real vote, real minutes. It’s a legitimate decision, made the ordinary way, just faster — and the deliberation happens out loud, where it belongs.

Third choice: written consent — with a serious caution

Most states allow a board to act without a meeting by written consent, and email typically counts as written. But here is the part that catches boards out: in many states, action by written consent requires the consent of every director — unanimous, not a majority.

The logic is sound, once you see it. A meeting’s majority vote is legitimate because the minority got to argue first. Written consent skips the deliberation, so the law’s usual price is that everyone must agree. Which means the email thread where five of eight members replied “approved” may not be a 5–3 decision at all — in a unanimity state, it may be legally nothing. No action taken. A contractor authorized by nobody.

Some states permit less-than-unanimous written consent for nonprofit boards; many don’t; bylaws can be stricter than the statute either way. So read your bylaws’ action-without-a-meeting provision, confirm your state’s law with counsel once, and write the answer down where the next chair will find it. If unanimity is your rule, treat written consent as what it is — a tool for decisions nobody disputes, not a way to outvote anyone by email.

When you do use it, use it properly: state the exact resolution in writing, collect an explicit affirmative reply from each member (silence is not consent), and file the record with the minutes.

What email should never decide

Even where an email decision would be legal, some decisions shouldn’t be made that way. The test isn’t importance alone — it’s whether the decision deserves deliberation. Anything where a good question could change the outcome — a budget, a hire or dismissal, a policy with tradeoffs, anything members might genuinely disagree about — belongs in a room, physical or virtual. Email is a terrible medium for changing your mind: positions harden in writing, and the quietest members simply don’t reply.

Reserve written consent for the genuinely routine or the genuinely unanimous — accepting a resignation, authorizing a signature on terms already agreed. If you can imagine the discussion, have the discussion.

Ratify honestly at the next meeting

However the gap was handled — delegated authority, a special meeting, written consent, or, candidly, an email thread that turned out to be less official than it felt — it comes back to the full board at the next regular meeting.

Report what happened and, where it’s wanted or needed, ratify it: a motion formally adopting the action, recorded in the minutes as exactly what it is. “The board ratified the emergency roof repair authorized by the chair on July 6” — dated as itself, at the meeting where it actually occurred. Not minutes quietly worded to imply the board approved it back in July; not a “vote” backdated into an email thread. Ratification done honestly isn’t an embarrassing correction — it’s the board keeping its record truthful, which is most of what a record is for.

The one-sentence version

Delegate predictable authority in advance, call a short special meeting when a real decision can’t wait, use written consent only by your bylaws’ rules — checking whether your state requires unanimity — keep anything worth deliberating out of email, and ratify it, honestly labeled, at the next meeting.