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Board policy

Action by Unanimous Written Consent

Adopted June 1, 2026 Print

(Email voting between meetings)

Adopted: June 1, 2026 · Policy owner: Board Secretary · Review: every two (2) years, or upon bylaw amendment

1. Purpose

This policy establishes the procedure by which the Board of Directors of Pure KNF Foundation (the "Foundation") may take action between regularly scheduled meetings through unanimous written consent transmitted by email. It is intended to provide a lightweight, legally sound alternative to convening a full meeting for routine or time-sensitive decisions, while preserving the transparency, fiduciary care, and recordkeeping standards that govern all Board action.

2. Authority

This policy is adopted pursuant to the Foundation's Bylaws and applicable Hawaiʻi nonprofit corporation law, which permit the Board to take action without a meeting if all directors entitled to vote consent in writing to the action. Email transmissions that include the sender's identifying information satisfy the "writing" requirement.

3. Scope: when this procedure may be used

3.1 Permitted matters. Any action that the Board is otherwise authorized to take at a meeting may be taken by unanimous written consent under this policy, including but not limited to:

  • Approval of contracts, leases, grants, and other agreements;
  • Approval of expenditures or budget amendments within the Board's authority;
  • Authorization of bank or financial account changes, signatories, and similar administrative matters;
  • Approval of policies, position statements, and routine governance items;
  • Time-sensitive decisions that cannot reasonably wait for the next regular meeting.

3.2 Matters generally not appropriate for written consent. The following matters should ordinarily be deliberated at a properly noticed meeting rather than handled by written consent, unless circumstances genuinely require otherwise:

  • Amendments to the Articles of Incorporation or Bylaws;
  • Removal of a director or officer;
  • Hiring, terminating, or setting compensation for the Executive Director;
  • Decisions involving identified or potential conflicts of interest;
  • Matters on which any director has expressed a desire for live discussion;
  • Decisions reasonably likely to be contested or to benefit from extended deliberation.

If any director, at any point during the consent process, requests that the matter be deliberated at a meeting instead, the written consent process for that matter shall be suspended and the matter referred to the next regular or special meeting.

4. Procedure

4.1 Initiation

Any director or the Executive Director may propose an action by written consent by submitting the proposed resolution to the Board Chair (or, in the Chair's absence, the Vice Chair). The Chair, in consultation with the proposer, determines whether the matter is suitable for written consent under Section 3 above. If suitable, the Chair (or designee) issues the consent request to the full Board.

4.2 Form of the consent request

The consent request shall be sent by email to all directors, with the Executive Director and Secretary copied, and shall include each of the following:

  1. Subject line beginning with "ACTION BY WRITTEN CONSENT —" followed by a short description of the matter and the response deadline (e.g., "ACTION BY WRITTEN CONSENT — Lease of Field Office — Reply by Fri Jun 5, 5:00 PM HST");
  2. A clearly captioned "RESOLVED" statement setting forth the precise action to be approved;
  3. A brief background section providing the context, rationale, financial implications (if any), and any alternatives considered;
  4. Any supporting documents as attachments or links;
  5. A response deadline of not less than seventy-two (72) hours from the time the request is sent, unless the Chair determines a shorter period is necessary due to genuine urgency (and so states in the request);
  6. Explicit instructions to reply-all to the email with one of the approved responses described in Section 4.3.

4.3 Response by directors

Each director shall respond by reply-all to the original consent request email by the stated deadline, using one of the following responses:

  • "I approve" (or substantially equivalent affirmative language) constitutes the director's signed written consent to the resolution as presented;
  • "Request discussion" suspends the written consent process for the matter and refers it to a meeting, per Section 3.2;
  • "I do not approve" ends the written consent process; the matter does not pass and may be brought to a meeting if desired.

A director who is unable to respond by the deadline should so notify the Chair as soon as practicable. A non-response by the deadline is treated as no consent given, and the action does not pass by written consent.

4.4 Reply-all required

All responses must be sent reply-all so that every director can see the responses of every other director in real time. Responses sent only to the Chair or to a subset of recipients do not satisfy this policy and will not be counted.

4.5 Outcome

Approved. The action is approved if, and only if, every director then in office submits an affirmative response ("I approve" or equivalent) by reply-all on or before the deadline. The action is effective as of the time the final affirmative response is received, unless the resolution specifies a different effective date.

Not approved. If any director responds with "I do not approve," requests discussion, or fails to respond by the deadline, the action is not approved by written consent. The Chair shall promptly notify the Board and may schedule a special meeting or place the matter on the agenda of the next regular meeting.

4.6 Confirmation and recordkeeping

Within five (5) business days following the close of the consent period, the Secretary (or designee) shall:

  1. Send a confirmation email to all directors stating the outcome of the consent process and, if approved, the effective date of the resolution;
  2. Save the complete email thread (the consent request and all director responses) to the Foundation's board records as the official minute of the action;
  3. Report all written consents adopted since the prior meeting at the next regular Board meeting, for inclusion in that meeting's minutes.

5. Urgent action

In genuinely urgent circumstances where a seventy-two (72) hour response window is impracticable, the Chair may set a shorter deadline (but not less than twenty-four (24) hours) provided that:

  • The consent request expressly states the nature of the urgency;
  • The Chair may confirm by phone or text that each director has received the request; and
  • All other requirements of this policy are satisfied.

6. Limitations

This policy does not authorize action by anything less than the unanimous consent of all directors then in office. Majority email votes are not permitted under this policy. Directors who wish to consider a majority-vote action between meetings should request that the Chair convene a special meeting (in person or by videoconference).

7. Policy review

This policy shall be reviewed by the Board at least every two (2) years, and promptly upon any amendment to the Foundation's Bylaws or to applicable Hawaiʻi nonprofit corporation law that may affect its operation.

Adopted by the Board of Directors on June 1, 2026 (motion by Drake Weinert, seconded by Jennifer Weinert, unanimous).