Email voting is a convenient option for many nonprofits to avoid the hassle of in-person meetings. This means that those who cannot travel to meet face-to-face can still participate from their office or at home. It also reduces the cost of trains or plane tickets as well as gas, lodging and business lunches.
The use of email voting isn’t ideal for boards because of a variety of issues. Emails can’t allow board members to communicate in a single session and take an effective vote. Additionally, emails are vulnerable to hacking and spoofing. Finally, a lack of clarity can result in problems for third parties that rely on the legitimacy of board votes (such as banks or lawyers).
During the COVID-19 pandemic, several organizations told the Center for Nonprofits that they were shocked that their bylaws wouldn’t allow the use of emails for unanimous written consent votes. Most state laws that govern the activities of nonprofits do not specifically cover this technology. Instead they depend on general rules to make decisions without a formal meeting, like unanimity in writing.
If a nonprofit board wants to make a major decision without the need for a meeting, all directors must agree. This can be accomplished by establishing a written process that requires all directors to reply in writing, whether by email or via fax. The whole vote should be confirmed at the following board meeting and recorded into the minutes.
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