Email Voting For Board Decisions

It’s a great alternative for many charities to avoid the hassle of in-person meetings. This means that those who cannot travel to meet face-to-face still participate from office or at home. In addition, it reduces the cost of tickets to train or plane, lodging, gas and business lunches.

However, voting via email can pose several challenges that make it unsuitable for boards. Emails don’t allow board members to communicate in a single session, which is necessary for a valid vote. The email communications are also prone to hacking or spoofing. A lack of clarity may also cause problems with third-parties who depend on the legitimacy and accuracy of board votes.

The Center for Nonprofits has heard from a variety of organizations during the COVID-19 outbreak that they were surprised to learn that their bylaws did NOT permit the use of email to request unanimous written consent votes. The majority of state laws that govern the operation of nonprofits do not explicitly address this particular technology. Instead they use general rules for taking action without a formal meeting like an unanimous written consent.

When a nonprofit board wants to make a major decision outside of a meeting, it should be approved by all directors. This can be accomplished by having a written procedure that requires all directors to respond in writing, either via email or fax. The whole vote should be confirmed at the following board meeting and recorded into the minutes.

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