Does Your Board Vote by Email?

October 10, 2010

Authored by: Keith Kehrer

As email has become a primary form of communication, more and more nonprofit boards are taking action by email vote.  I personally believe email voting is an efficient method of board approval for very specific questions where little or no discussion is necessary.  Unfortunately, most states have declined to adopt specific legislation regarding email voting. 

Without a special rule, email voting likely constitutes voting by written consent.  Unlike in-person or telephonic meetings that only require a majority vote to approve a resolution, most states require a unanimous vote of all the directors in order for a written consent to be effective.   In my experience, it may be difficult to receive unanimous written consent by email – often, at least 1-2 board members do not have email or do not check their email account regularly.  

Therefore, organizations that vote by email must be cautious to ensure that each of its directors has access to email and that each director responds clearly and affirmatively regarding the matter they are being asked to vote on.  It is also worth noting that although I am in favor of email voting, it is not appropriate in all cases.  It should not take the place of meetings, and should not be used for decisions that involve significant discussion.  I am also concerned with what is next – voting by text message, social websites, etc.  I guess we will just have to wait and see what technology brings next.