Email Voting For Board Decisions

For many nonprofits that use email for voting on board decisions is a great alternative to meeting in person. Volunteers who can’t travel to a meeting can still participate by email. It also reduces the cost of train or plane tickets, lodging or browse around here gas, as well as business lunches.

The use of email voting isn’t ideal for boards due to a variety of issues. The main issue is that emails don’t offer simultaneous communication that allows board members to hear each one another and respond simultaneously as is required in order to have a valid vote. Email communications are also vulnerable to hacking or spoofing. Lack of clarity can also cause problems with third-parties which depend on the authenticity and accuracy of board votes.

The Center for Nonprofits has heard from a variety of organizations during this COVID-19 epidemic that they were shocked to find out that their bylaws did not allow email to request unanimous written consent votes. Most state laws that govern the operations of non-profit organizations do not specifically deal with this particular technology. Instead, they rely on general rules to make decisions without a formal meeting like unanimous written consent.

If a nonprofit board wants to make a major decision without a meeting, all directors must approve. This can be accomplished by having a written procedure that requires all directors to respond in writing, whether by email or the fax. The whole vote should be confirmed at the next board meeting and recorded into the minutes.

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