Unanimous Consent
A decision-making method where a proposal is adopted without a formal vote because no board member or meeting participant objects. Under parliamentary procedure, the presiding officer asks "Is there any objection to [the proposed action]?" and if no one objects, the action is deemed approved by unanimous consent. This mechanism is used to expedite routine or clearly noncontroversial matters, saving meeting time that would otherwise be spent on formalities. Common uses include approving the minutes of the prior meeting, adopting a consent agenda (a group of routine items bundled together), granting a brief recess, and adjourning the meeting. If any board member objects to the proposed action, unanimous consent fails and the matter must be handled through the regular motion, second, debate, and vote process. Unanimous consent should not be confused with a unanimous vote — unanimous consent simply means no one objected, while a unanimous vote means every member affirmatively voted in favor. It is also distinct from "unanimous written consent" under the California Corporations Code (Section 7211), which allows the board to take action without a meeting if all directors sign a written consent approving the specific action. Written consent is a separate legal mechanism that must comply with statutory requirements and should be carefully documented. Board chairs should use unanimous consent judiciously — it is appropriate for routine matters but should not be used to rush through substantive decisions or bypass the deliberative process.
Frequently Asked Questions
Can an HOA board take action without a meeting using unanimous written consent?
Yes. Under California Corporations Code Section 7211, the board may take action without a meeting if all directors sign a written consent describing the action to be taken. All directors must sign — if even one director declines, the action must be taken at a properly noticed meeting. Written consents should be filed with the meeting minutes and treated as an official record of board action. This mechanism is useful for urgent matters between scheduled meetings.