You can’t vote by email

© Can Stock Photo Inc./fantasista

Updated May 1, 2023

Several of our clients have been startled recently to learn that they can’t vote by email. Email is so ubiquitous and useful that it seems like a natural way to make decisions. For boards, it is not.

The essential nature of a board of directors is to meet, discuss and decide affairs as a body. The Standard Code of Parliamentary Procedure puts it this way:

All members of a governing board share in a joint and collective authority which exists and can be exercised only when the group is in session.

The trite phrase “more than the sum of its parts” applies here, and while trite, the phrase is not trivial. A board decision is not a mathematical total of individual choices. It is the collective action — hopefully the collective wisdom — of the group as a whole, developed and perfected while meeting as a whole, and having value and authority as the decision of the whole.

This means that one of the key tasks of any board is to develop its sense of itself. I like Jan Masaoka’s comment:

Perhaps the single most important attribute of an effective board is also its most intangible: an independent sense of itself. This sense of self is the board’s identity as a BODY rather than, for instance, as a loose collection of individuals who each finds ways to support the organization.

As we become ever more virtual in our business, relationships, and communications, we must remember this central truth. And this truth is reflected in our laws. In the State of Washington, by law nonprofit boards may meet in person or by teleconference. Meeting by email is not possible, with one exception: If ALL the members of a board agree to a decision via email, then the decision will be the act of the board. It is a requirement, however, that the signed record of each member’s approval be printed out and included in the minutes. This is called “unanimous written consent in lieu of a meeting.”

Does your state allow boards to vote by email?

We are not aware of any state that permits nonprofit or public boards to vote by email, except when the board provides unanimous written consent.

Unanimous written consent in lieu of a meeting

Learn more about how this works in our article here.

In the meantime, don’t email a question out, get a majority of responses back, and think that you have a board decision. Email can be useful for preliminary exploration of ideas, or minor administrative matters. When it is time to discuss and decide a question, however, meet and vote in person or by teleconference, as the law provides.

Liz Heath of Sound Nonprofits, who has more than 35 years’ experience in the sector, has kindly allowed us to share her excellent article on this subject. Click here to download:

Heath email voting by directors