Email Voting For Board Decisions

It’s a practical option for many nonprofits to avoid the hassle of in-person meetings. This means that volunteers who cannot attend a meeting face-to-face, they can be able to participate from their office or at home. It also eliminates the need for tickets to the train or plane and gas, hotel rooms, and business lunches.

However, it can pose several challenges that make it unsuitable for boards. The biggest issue is that emails don’t provide simultaneous communication that allows board members to listen to each one another and respond simultaneously – which is required to be able to vote on a valid board. Email communications are also susceptible to hacking or spoofing. A lack of clarity may cause problems with third-party vendors that depend on the validity and accuracy of board voting.

The Center for Nonprofits has heard from a variety of organizations during this COVID-19 outbreak that they were surprised to learn that their bylaws did not allow email for unanimous written consent votes. Most state laws that govern the operations of nonprofits don’t specifically address this technology. Instead, they rely on general rules to decide without a formal meeting, like a unanimous written consent.

If a board of a non-profit organization wants to make an important decision outside of a meeting, it must be approved by all directors. This can be accomplished by having a written procedure that requires all directors to take a response in writing, either by email or by fax. The entire vote has to be confirmed at the following board meeting and documented into the minutes.

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