Can a nonprofit board vote by email in Arizona?

Only if every director signs a written consent. Arizona lets a nonprofit board act without a meeting when all of its directors sign, and the statute doesn't say whether an emailed reply counts as a signed consent. It does say a consent may be signed with an electronic signature as Arizona law defines one.

This is general information, not legal advice. Check your bylaws, and ask counsel whether a particular vote counts for your board.

What Arizona law says

Arizona Revised Statutes section 10-3821 says, "Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by chapters 24 through 40 of this title to be taken at a directors' meeting may be taken without a meeting if the action is taken by all of the directors." The action "must be evidenced by one or more written consents describing the action taken, signed by each director and included in the minutes filed with the corporate records reflecting the action taken."

The action is effective when the last director signs the consent, unless the consent specifies a different effective date. A signed consent has the effect of a meeting vote.

Subsection D lets a director revoke a consent by delivering a signed revocation to the president or secretary before the date the last director signs the consent. Subsection E says "a consent may be signed using an electronic signature as defined in section 44-7002."

What that means for an email vote

• Every director has to sign. One who says no, or never answers, means the board hasn't acted.
• The action counts from the last signature, so note the date it arrives.
• The signed consents go in the minutes, filed with the corporate records.
• An electronic signature is allowed, as section 44-7002 defines it. Ask counsel whether a plain email reply meets that definition, or use an e-signature tool.
• A director can pull their consent back before the date the last director signs.

What your bylaws can change

The section opens with "Unless the articles of incorporation or bylaws provide otherwise," so your articles or bylaws can forbid action without a meeting or set their own rules for it. Read both before the first vote.

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

• Arizona Revised Statutes section 10-3821: action by all directors without a meeting, written consents, and the effective date. Read 12 November 2026.