Can a nonprofit board vote by email in California?

Only if every director consents in writing, and the statute doesn't say whether an emailed reply counts. California doesn't let a nonprofit board pass a motion on a majority of email replies. Outside a meeting, the board acts only by the written consent of all its directors.

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

What California law says

Corporations Code section 5211(b) says board action "may be taken without a meeting if all directors individually or collectively consent in writing to that action," provided the directors in office make up a quorum. The consents "shall be filed with the minutes of the proceedings of the board," and the action has the "same force and effect as a unanimous vote of the directors."

A director with a conflict of interest who abstains in writing isn't counted, under conditions the section sets out.

Section 5211 is part of the Nonprofit Public Benefit Corporation Law. Steven Chiodini of Adler & Colvin has written that the same rule applies to mutual benefit and religious corporations (Adler & Colvin, 2012).

What that means for an email vote

• One director who says no, or who never answers, means the board hasn't acted. Take the item to a meeting.
• Every consent goes in with the minutes.
• The section says the consent must be in writing and doesn't mention email. Ask counsel whether an emailed yes counts as written consent for your board, or have each director sign a PDF.
• If you can't reach everyone, hold a short meeting by phone or video. Section 5211(a)(6) counts directors as present when everyone can hear one another.

What your bylaws can change

Read your bylaws for any limit on acting without a meeting and for how a consent has to be signed. Some bylaws ask for a signed document.

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

• California Corporations Code section 5211: action without a meeting by written consent of all directors, filing with the minutes, and attendance by phone or video. Read 12 November 2026.