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Email Voting For Board Decisions

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

It isn’t the best option for boards due a number of issues. Emails don’t allow board members to communicate at the same time in order to cast a valid vote. Additionally, emails could be susceptible to hacking and spoofing. Lack of clarity can cause problems for third-party organizations who depend on the legitimacy and accuracy of board vote.

The Center for Nonprofits has heard from many organizations during the COVID-19 epidemic that they were surprised to learn that their bylaws did NOT allow email for unanimous written consent votes. Most state laws that govern the activities of nonprofits don’t specifically cover the use of this technology. Instead they rely on general rules to make decisions without a formal meeting, for example, an unanimous written consent.

If a nonprofit board wishes to make major decisions without a meeting, all directors must agree. This can be achieved by adopting a written procedure that requires all directors to respond via email or fax. Then, the entire vote must be confirmed at the next board meeting and recorded in the minutes.

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