Email voting is a convenient method for many organizations to avoid meetings in person. Volunteers who are unable to travel to a meeting still take part via email. This also cuts out the cost of plane or train tickets and lodging for business lunches, gas, and lodging.
Email voting is not ideal for boards because of a variety of issues. The main issue is that emails can’t offer simultaneous communication that allows board members to listen to each one another and respond at the same time which is essential for a valid board vote. In addition, email communications are susceptible to hacking and spoofing. Uncertainty in the communication can also cause problems with third-parties that depend on the validity and accuracy of board votes.
During the COVID-19 epidemic, many organizations told The Center for Nonprofits that they were surprised that their bylaws didn’t permit them to use email to vote on a unanimous written consent. The majority of state laws that govern the operations of nonprofits do not explicitly deal with the use of this technology. Instead they rely on general rules to make decisions without a formal meeting, for example, the unanimous written consent.
If a nonprofit board wants to take an important decision without an open meeting, all directors must approve. This can be accomplished by establishing a written process that requires all directors to take a response in writing, either by email or the fax. Then, the entire vote must be confirmed at the next board meeting, and recorded in the minutes.
www.boardroomhub.blog/legal-implications-of-board-decisions-made-by-email-vote