Email Voting For Board Decisions
www.boardroomhub.blog/legal-implications-of-board-decisions-made-by-email-vote
For many non-profit organizations using email voting for board decisions is a great alternative to meetings in person. Volunteers who aren’t able to attend a meeting in person can still take part by email. It also helps reduce the cost of train or plane tickets, hotel rooms, gas and business lunches.
The use of email voting isn’t ideal for boards due a number of issues. Board members can’t use email to allow them to communicate simultaneously, which is necessary for an effective vote. Additionally, emails could be susceptible to hacking and spoofing. Also, a lack clarity can lead to problems with third parties who rely on the legitimacy of board decisions (such as banks or lawyers).
The Center for Nonprofits has heard from a variety of organizations during the COVID-19 epidemic that they were shocked to find out that their bylaws didn’t allow email for unanimous written consent votes. The majority of state laws that govern the operation of nonprofits do not explicitly deal with the use of this technology. Instead, they rely on general rules to take action without a formal meeting, such as unanimous written consent.
If a nonprofit board wishes to make major decisions without the meeting, it has to have the approval of all directors. This can be achieved by establishing a written procedure requiring all directors to respond by email or by fax. The entire vote will be confirmed at the following board meeting and recorded in the minutes.
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