Michigan MCL 450.2407: Member Action by Written Consent

Quick Answer

MCL 450.2407 of the Michigan Nonprofit Corporation Act allows members to act by written consent instead of at a meeting, in two ways. If all members entitled to vote consent in writing, the action can be taken (subsection 3). If the articles of incorporation permit it, written consents signed by members holding at least the minimum votes needed at a meeting can do it, but the corporation must promptly notify members who did not consent (subsection 1).

The one thing boards most need to know: unanimous written consent works without any special provision, but less-than-unanimous consent works only if the articles allow it.

At a Glance

What the Law Says

Subsection 1: consent by fewer than all members

"The articles of incorporation may provide that any action the shareholders or members are required or permitted by this act to take at an annual or special meeting may be taken without a meeting, without prior notice, and without a vote," if written consents "setting forth the action taken" are "signed and dated" by holders "that have not less than the minimum number of votes that is necessary to authorize or take the action at a meeting at which all shares or members entitled to vote on the action were present and voted." The corporation "shall give prompt notice" of the action "by less than unanimous written consent to those shareholders or members that did not consent to the action in writing."

Subsection 2: filings

If an action taken by written consent would have required a certificate filing had it been taken at a meeting, the certificate must state that "both written consent and written notice have been given" (for less-than-unanimous consent) in place of a statement about a vote.

Subsection 3: unanimous consent

Any action members may take at a meeting "may be taken without a meeting, without prior notice, and without a vote, if before or after the action all the shareholders or members entitled to vote on the action or their proxies consent to the action in writing." No articles provision is stated as a condition in this subsection.

Subsection 4: electronic consents

An electronic transmission consenting to an action is "written, signed, and dated" if it is delivered "with information from which the corporation can determine that the electronic transmission was transmitted by the shareholder, member, or proxy holder, or by a person authorized to act" and the date it was sent. The date sent is the date signed. The statute adds a delivery rule: "A consent given by electronic transmission is not delivered until it is reproduced in paper form and the paper form is delivered to the corporation." Delivery goes to the registered office, the principal office in this state, or an officer or agent who has custody of the book of member meeting proceedings, by hand or certified or registered mail, return receipt requested (and, for the principal office or custodian, "in any other manner provided in the articles of incorporation or bylaws or by resolution of the board").

What This Means in Practice

For boards

Our reading: this section covers actions of the members (owners), not ordinary board votes. Board action without a meeting is a different part of the Act that we did not read for this page, so do not apply this section to routine director votes.

Before using written consent for an owner vote, check three things:

• Unanimity. Subsection 3 requires "all" members entitled to vote or their proxies. In a large association, collecting every owner's written consent is usually impractical, so subsection 3 will fit only small or tightly held associations.
• The articles. Subsection 1 is available only if the articles of incorporation provide for it. If your articles are silent, consent by a majority or two-thirds is not available under this section.
• Your governing documents. Condominium bylaws and the Condominium Act may set their own voting and amendment procedures. For example, amending a master deed or bylaws has its own rules in MCL 559.190, which we cover separately. Whether written consent can substitute for those votes is a question for counsel.

The electronic consent rule has a catch. Because a consent given electronically is "not delivered until it is reproduced in paper form and the paper form is delivered," the board cannot treat an emailed consent as final until the paper version reaches the proper place. Our reading: a board that collects consents by email should plan for printing and delivery to a corporate address or the officer who keeps the record book.

For owners

If the articles allow less-than-unanimous written consent, owners who did not sign must receive "prompt notice" of the action. The statute does not define "prompt." Owners who learn of an action taken this way should ask for the signed consents and the notice. The statute does not say how long the corporation has, only "prompt."

What the law does not say

• It does not set a time limit for gathering consents after the first signature.
• It does not say whether a consent can be revoked.
• It does not set how the corporation should keep the consents. Another part of the Act, MCL 450.2485, requires minutes of member proceedings; see the related page.
• It does not address how a condominium's voting rules (for example, votes by percentage of value) fit with consent counting. Check the bylaws.
• We did not review court decisions on written consent.

Timeline

Related Michigan Law

• MCL 450.2485: books, records and minutes
• MCL 450.2487: member records inspection
• Member meetings, quorum and proxies under the Nonprofit Act
• MCL 559.190: amending the master deed and bylaws
• HOA board elections in Michigan
• MCL 450.2541: director duties and liability

Board Checklist

• Confirm the association is incorporated under the Nonprofit Corporation Act and locate the articles.
• Check whether the articles authorize less-than-unanimous written consent.
• Decide whether the vote is one the Act or your documents allow to be taken by consent.
• Keep every signed and dated consent with the minute book.
• If using email consents, arrange paper delivery to the registered office, principal office or the record-keeping officer.
• Send prompt written notice to members who did not consent, when using subsection 1.
• Have counsel review any certificate or recorded document that depends on the consent.

Frequently Asked Questions

Can Michigan HOA members vote by written consent instead of a meeting?

Under MCL 450.2407, yes if all members entitled to vote consent in writing, or, if the articles permit, if members holding the minimum votes needed at a meeting sign consents. Your documents may add rules.

Do the articles have to allow it?

For less-than-unanimous consent, yes (subsection 1). For unanimous consent, subsection 3 does not state that condition.

Do non-signing members have to be told?

Yes, for less-than-unanimous consent: the corporation "shall give prompt notice" to members who did not consent in writing.

Is an emailed consent valid?

It counts as written, signed and dated if it identifies the sender and date, but it "is not delivered until it is reproduced in paper form and the paper form is delivered" to the places the statute lists.

Does this cover board votes?

This section covers actions of shareholders or members. Board action without a meeting is not addressed here.

Is there a deadline to collect consents?

None is stated in this section.

Can consent come after the action?

For unanimous consent, subsection 3 says consent may be given "before or after the action."

Where This Comes From

This page is based on the text and amendment history of MCL 450.2407 as published on the Michigan Legislature website (MCL 450.2407), current through PA 114 of 2026. We did not review court decisions or the Act's rules on board action without a meeting.

How APM Helps

Association Property Managers manages condominium and HOA communities across Michigan from our East Lansing office, with flat, published pricing. See our Michigan service area, browse every Michigan state-law guide, or request a free proposal. Laws and documents differ by community, and we review your master deed and bylaws when we build your proposal.

Legal disclaimer: This article is general information, not legal advice. Laws change and associations differ. Confirm the current statute text and how it applies to your governing documents with a licensed Michigan attorney before acting.