Email Voting For Board Decisions

For many non-profit organizations, email voting for board decisions is a great alternative to meetings in person. Volunteers who can’t travel to a meeting can still take part via email. This also cuts out the cost of plane or train tickets, lodging for business lunches, gas, and lodging.

The voting process via email is not suitable for boards due to several issues. Emails don’t allow board members to communicate simultaneously which is essential for an effective vote. The email communications are also prone to hacking or spoofing. A lack of clarity may cause problems with third-party vendors which depend on the authenticity and accuracy of board voting.

The Center for Nonprofits has heard from a variety of organizations during the COVID-19 pandemic, who were surprised to learn that their bylaws did not permit them to use email to get unanimous written consent votes. Most state laws that govern the activities of non-profit organizations do not specifically deal with this particular technology. Instead they use general rules to make decisions without a formal meeting, such as unanimous written consent.

If a nonprofit board wants to make major decisions without a meeting, all directors must be in agreement. This can be done by establishing a written process that requires all directors to reply in writing, whether by email or fax. The entire vote must then be confirmed at the following board meeting and recorded into the minutes.

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