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, provided every director then in office signs a written consent and the number of directors serving is at least equal to the quorum required for a meeting. The signed consents are filed with the corporation’s minutes and have the same force as a vote taken in the boardroom.1California Legislative Information. California Code CORP 307 – Directors and Management
The Unanimity Requirement
The word to focus on is “all.” A vote at a meeting only needs a majority of the directors present once a quorum is in the room. A written consent under 307(b) needs every director currently serving. One holdout, one director who won’t sign, one director the corporation can’t reach, and the shortcut is unavailable. The board has to convene a meeting instead.
There is also a quorum check built into the subsection itself. The number of directors then in office must be at least equal to the quorum that would be required for a meeting. If seats are vacant and the remaining directors don’t add up to a quorum, 307(b) can’t be used even if every remaining director signs. The board has to fill seats or hold a meeting under whatever procedures apply.
How the Written Consent Process Works
Directors don’t have to sign the same physical document. Each director may sign a separate copy of the consent, and signatures can be transmitted electronically.1California Legislative Information. California Code CORP 307 – Directors and Management The action doesn’t take effect until the last signature is collected. Until that point the corporation has an unfinished consent, not a board decision.
Once complete, the consents are filed with the minutes of board proceedings. California requires every corporation to keep those minutes and permits them to be kept in paper or electronic form, so long as they can be converted to a legible paper document when needed.2California Legislative Information. California Code CORP 1500 – Records and Reports A 307(b) action that isn’t filed with the minutes leaves the corporation without the paper record it needs if the decision is later challenged.
When 307(b) Is Useful, and When It Isn’t
The mechanism is built for routine or time-sensitive matters where calling a full meeting would be impractical. Approving a routine contract, ratifying an ordinary-course decision, or moving on something that can’t wait for the next scheduled meeting all fit the format. Every director already agrees; the paperwork just needs to catch up to that agreement.
It works poorly for anything contested. Because unanimity is required, a single dissenting director defeats the process, and even a director who simply wants more discussion can force the matter into a meeting by declining to sign. Controversial items, decisions with real trade-offs, and matters where directors want to hear each other out belong at a meeting rather than on a consent circulated by email.
How This Differs From Action at a Meeting
Subsection (a) of Section 307 governs meetings. A quorum is a majority of the authorized number of directors, and once a quorum is present the board acts by a majority vote of those present.1California Legislative Information. California Code CORP 307 – Directors and Management On a nine-member board with five directors present, three votes carry the decision. A director who disagrees, or who doesn’t show up, doesn’t stop the vote.
Subsection (b) inverts that math. There is no “present” and no “majority of those present.” Every director in office has to sign. That’s the entire trade: a board that skips the meeting must accept unanimity as the price of the shortcut. A board that wants majority rule has to convene.
Interested-Director Transactions Still Apply
Section 307(b) changes how the board acts, not what the board is allowed to approve. Section 310, which governs transactions where a director has a personal financial stake, applies to consents just as it applies to meeting votes. A contract between the corporation and one of its directors isn’t automatically void because the interested director signed a consent, but the transaction still has to be validated through one of the routes Section 310 provides: disclosure and disinterested shareholder approval, disclosure and approval by a majority of disinterested directors where the deal is fair and reasonable to the corporation, or proof that the transaction was fair and reasonable at the time it was approved.3California Legislative Information. California Code CORP 310 – Directors and Management Using 307(b) for a self-interested transaction doesn’t cure the interest; the same disclosure and approval rules govern regardless of whether the vote happened at a table or on paper.
What Good 307(b) Practice Looks Like
A clean consent identifies the action being approved, states that it is being taken under Section 307(b), and confirms that every director then in office has signed. Signatures collected on separate counterparts are gathered together; electronic signatures are preserved in a form that can be produced later. The completed consent goes into the minute book with the rest of the board’s proceedings, filed alongside meeting minutes and any waivers of notice.1California Legislative Information. California Code CORP 307 – Directors and Management
If a director won’t sign, don’t rework the consent to route around them. The unanimity requirement is the whole point of the subsection, and a consent that quietly omits a serving director isn’t a valid 307(b) action. Call the meeting instead, give proper notice, and let the majority-vote rules of subsection (a) do their work.