For many nonprofits, email voting for board decisions provides a convenient alternative to meetings in person. Volunteers who aren’t able to attend a meeting in person can still participate by email. Additionally, it reduces the cost of tickets to train or plane, lodging, gas, and business lunches.
However, the use of email voting could present a number of issues that make it unsuitable for boards. The use of email for voting doesn’t permit board members to communicate in a single session, which is necessary for a valid vote. Emails are also susceptible to hacking or spoofing. Also, a lack clarity can cause problems with third parties that rely on the validity of board votes (such as lawyers or banks).
In the COVID-19 outbreak, numerous organizations told The Center for Nonprofits that they were shocked that their bylaws did not allow them to use emails to vote on a unanimous written consent. The majority of state laws that govern the operations of nonprofits don’t specifically refer to this type of technology. Instead, they are able to rely on general rules in order for taking action without a formal meeting such as an unanimous written consent.
If a nonprofit board would like to take major decisions without having any meeting, the directors must approve. 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 whole vote should be confirmed at the next board meeting and documented into the minutes.
