Can the board vote by email?

It can be tough to get everyone on the Board in a room together to vote on an issue. Not to mention what if it’s an urgent matter? Having the Board vote via email sounds like an easy, convenient way to solve this problem, but like most things in the nonprofit world, there are rules we have to follow to make sure we’re sticking to best practices. But what exactly are those best practices?

Does It Matter What State We’re In?

In most states, including our home state of Minnesota, email voting is permitted by the state statute as long as you follow certain procedures. Be sure to check your state statute for more information.

For Minnesota specifically, the statute mandates that all board votes by email (or without a meeting) are unanimous – UNLESS – the organization has elected in its Articles of Incorporation to use the same standards that you require in a regular meeting (usually a simple majority). SO you can propose something over email, but for it to work, you need 100% yes votes.

How Do We Document The Votes?

Assuming you are voting and aiming to get 100% unanimous votes, then you would want to document the votes in the following way:

• Propose the motion in email and save that email to PDF as a record of the motion / topic
• Save every email to PDF where board members voted yes (or no)
• Whether the motion passes or not it should all be appended to the next board meeting minutes to ensure there’s a record of the vote that was taken.

If the motion is less than unanimous, it didn’t pass and you probably want to add it to the agenda as new business for continued discussion and revote.

If the motion passed, then append it to the meeting minutes of the last meeting so they get approved with those minutes, since it’s not going to be discussed more.