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Email Voting for Non-Profit Boards: Decoding this Digital Dilemma

Many non-profit boards are filled with dedicated and busy volunteers.  With a majority of board members pressed for time, many non-profit corporations have attempted to streamline the voting process by using digital methods like email voting.  It’s quick, it’s convenient, and it doesn’t involve an in-person meeting – sounds like the perfect solution, right?  Well, not necessarily. While email voting may make life easier, it may not always be practical, or even legal for that matter.

You see, email voting can create some serious logistical issues.  For example, when voting via email it can be difficult to verify that all votes have been collected and all board members have clearly communicated their affirmative or negative vote.  This makes it very difficult to reach a final decision.

But that’s not all.  In addition to the potential confusion email voting could cause, it also gives rise to some legal concerns.

In Pennsylvania, unless otherwise outlined  in a non-profit’s bylaws, there are two methods by which a non-profit corporation may act:

  1. At a meeting with the vote of the majority of the directors who are present and voting.  A quorum must be present at such meeting.
  2. Outside of a meeting, with the unanimous consent of all of the directors.  This unanimous consent must be in writing and signed by all the directors.

So, what are some of the most common questions I’ve received about email voting?

Question 1: If only majority consent is received by email, rather than unanimous consent, has the board validly authorized the corporation to act?

Answer: No, in lieu of unanimous consent, a non-profit corporation may only act at a duly called meeting where a quorum is present.

Question 2: If all directors vote “yes” in email form, has the board validly authorized the corporation to act?

Answer: Arguably no.  Unanimous consent of a board of directors must be in both record form and signed by every board member.  The email vote may satisfy the record form requirement, but falls flat on the signature requirement.

And the moral of the story?  Avoid email voting if at all possible, it’s not worth the uncertainty.

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