by Jon Morrow | December 20, 2022

Ohio commonly permits corporations and nonprofits to conduct business by written consent. Action without a meeting by written consent is contingent on the bylaws (permanent rules or constitution) of the committee. By law, political parties, including their managing committees are IRS 527 non-profit organizations and are covered within the 500 series of nonprofit corporation law such as the 501(c)3 and 501(c)4. 527 organizations are likewise governed by the Ohio Nonprofit Corporation Law and election law. Contact a nonprofit attorney to see what your options are for written consent based upon your bylaws.

Committee Action Without a Meeting

Whether it is permissible for a political County or State Central Committee to act without a meeting depends on your organization’s governing documents. In Ohio, action without a meeting can be accomplished by a signed resolution by as many members needed to pass a resolution at a physical meeting. This is covered by Ohio Revised Code 1702.25. In Ohio, written consent may be given electronically such as through electronic signature utilizing Adobe Acrobat software. Note the description of the committee action must appear in each written consent and must be identical for each committee member in order to avoid any dispute regarding what action was taken.

Can my Committee utilize Written Consent?

Unless the bylaws of your committee specifically prohibit it, written consent is a valid and perfectly legal way for the committee to conduct business. You would look through you bylaw for a specific prohibition of written consent or looking for a phrase that stipulates that all business must be authorized in a meeting with members present and voting.During the COVID-19 epidemic many State and County organizations were prohibited from meeting virtually because their bylaws prohibited. They could not legally meet virtually to suspend their bylaws to permit a virtual meeting. Written consent resolutions were the only legal way to suspend their bylaws. This was done throughout the country

Why your Committee should use Written Consent?

Building passion for your County or State Central Committee may be hard if your organization is not perceived to be actively engaged. Adopting timely resolutions of support help parties become more actively engaged in the politics of the day.Many parties may only meet once a month, a quarter, or fewer times in a year. There maybe issues that arise between meetings that if supported or opposed my raise the level of visibility of the party by being quoted in a news article or having a representative appear on a newscast.Written consent can more quickly respond and reflect the will of the committee than even calling for an emergency meeting or virtual meeting. This helps for more timely engagement within the community. It also helps to direct officeholders of the thinking of the committee so they can better present a unified message. It is important to remember that political organizations work most effectively when they have consistent messaging and work as a team in timely engagement. Lastly, when there is a viral outbreak or natural catastrophe, many times, written consent resolutions are the only way to effectively conduct business for the committee. It is important in times of great peril to help reassure

Best Practices for Obtaining Written Consent

Below are some best practices for obtaining written consent:

• Follow the procedures outlined in your state’s law and your governing documents (such as your bylaws) regarding committee action without a meeting to ensure the actions to be taken will be valid.

• Ensure you have a current and complete list of all committee members.

• A proposed resolution should be clearly drafted with all relevant details and sent by an authorized officer or member of the board to all board members.

• Instruct board members exactly how to send their vote. If using email, make sure the email instructs board members to hit “reply” rather than create a new email.Request that all votes be consistent such as, “Yes” or “No” or “Abstain.”

• Give the latest date that members may transmit their vote to be counted. Retain the written or electronic consent with the organization’s board minutes.

• Include in the resolution - that the resolution is to be sent to the Secretary and be recorded in the committee’s register or journal as minutes of any committee meeting would.

Conclusion

While in-person committee meetings can help establish and cement relationships and enhance productivity, action without a meeting (aka “Action in Lieu of a Meeting”, “A Written Resolution”, and “Written Consent”) can help the committee move very quickly without the cost and expense and time of a physical meeting. Written consents are a great way for political committees to take quick action and accomplish more routine business without the scheduling hassle that comes with meetings. Written consent can also be used in place of a physical meeting when there is expected to be pressure and intimidation at Central Committee meetings. Typically, once a written consent resolution is delivered to committee members they are given 7-14 days to respond. This time is used for members to talk to each other and debate the resolution being considered. Stay on top of these best practices to make sure your committee is prepared to take written consent action.