Can a nonprofit board vote by email in Alabama?
Only if each director signs a consent in a record and delivers it to the corporation. What Alabama Code 10A-3A-8.21 requires.
Only if each director signs a consent. Alabama asks for a consent "in a record" and doesn't mention email by name.
This is general information, not legal advice. Check your bylaws, and ask counsel whether a particular vote counts for your board.
What Alabama law says
Alabama Code section 10A-3A-8.21 allows board action without a meeting "if each director signs a consent in a record describing the action to be taken and delivers it to the nonprofit corporation," except where the certificate of incorporation or bylaws require the action to be taken at a meeting.
The action is the act of the board "when one or more consents signed by all the directors are delivered to the nonprofit corporation." A director can make a consent effective at a future time, no later than 60 days after giving the instruction.
What that means for an email vote
- Every director has to sign, and each consent has to be delivered to the corporation.
- The action counts once the last consent is delivered, unless a director's consent names a later time.
- Ask counsel whether an emailed consent is a signed record for your board, or have each director sign a PDF.
What your bylaws can change
Your certificate of incorporation or bylaws can require a meeting for some or all actions.
Running the vote
Send one motion, in full, to every director. Set a closing time, and keep every reply with the minutes. Our guide to email votes has the steps, and the guide to unanimous written consent has a sample you can copy.
How Karma Compass handles this
Karma Compass won't draft a vote until someone on your board records what your bylaws say about voting outside a meeting, with the passage cited. Each director then votes from a link in their own email, and every vote is saved with who cast it and when. Voting is part of the Free plan.
See how board votes by email work in Karma Compass
Source
- Alabama Code section 10A-3A-8.21: action without a meeting by consent of each director. We read the copy at Counsel Stack on 12 November 2026.
Questions this post answers
Can a nonprofit board vote by email in Alabama?
Only by signed consent. Section 10A-3A-8.21 lets the board act without a meeting if each director signs a consent in a record and delivers it to the corporation.
Does an email vote have to be unanimous in Alabama?
Yes. The action is the act of the board when consents signed by all the directors are delivered.
Can an Alabama consent take effect later?
Yes. A director can provide that a consent will be effective at a future time, no later than 60 days after the instruction is given.
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