It’s a great option for many nonprofits to avoid in-person meetings. This means that those who cannot travel to meet face-to-face can still participate from their office or at home. Additionally, it helps to cut out the costs of plane or train tickets as well as gas, lodging, and business lunches.
However, email voting can create a variety of challenges that make it unsuitable for boards. The main issue is that emails don’t provide simultaneous communication that allows board members to listen to each other and respond simultaneously which is essential for a valid vote by the board. Additionally, emails are susceptible to hacking and spoofing. Finally, a lack of clarity could cause issues with third parties that depend on the validity of board decisions (such as lawyers or banks).
The Center for Nonprofits has heard from a variety of organizations during the COVID-19 epidemic that they were shocked to discover that their bylaws do not permit the use of email for unanimous written consent votes. The majority of state laws that govern the operation of nonprofits do not specifically address this technology. Instead, they use general rules to decide without a formal meeting, like unanimous written consent.
If a board of a non-profit organization wants to take major decisions without any meeting, the directors must agree. This can be accomplished by having a written procedure that requires all directors to take a response in writing, either via email or fax. The entire vote has to be confirmed at the following board meeting and recorded into the minutes.
