Can foundation board members vote by email?

Voting by email may be appealing for its simplicity and speed, but many warn that it can be a trap for nonprofit board members. In many states, a board is required to take action at a meeting (in-person or by phone or videoconference), or by unanimous written consent.

Some apply mail voting rules (unanimous consent) to email voting, but others argue that an email vote is not the same as unanimous written consent, meaning a court may consider it nothing more than a non-binding, informal action.

“The many variations in how states regulate (or don’t even mention) email voting reflect the newness of the technology and this voting practice,” writes nonprofit lawyer Gene Takagi and student Emily Nicole Chan. “Over time we can hope that standards emerge that most states will adopt, but in the meantime the standards differ widely.”

If your foundation is considering an email vote, we strongly recommend that you consult your bylaws and an attorney familiar with your state’s laws.

You can read more about email voting here.

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