Can a nonprofit board vote by email in Colorado?

By a written vote after written notice, and it doesn't have to be unanimous. Colorado lets a nonprofit board act without a meeting if enough directors vote yes in writing by a stated deadline and no director demands a meeting. The part of the statute we read doesn't say whether email counts as writing.

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

What Colorado law says

C.R.S. section 7-128-202 says that, unless the bylaws provide otherwise, action may be taken without a meeting "if notice is transmitted in writing to each member of the board" and each director, by the time stated in the notice, either votes yes in writing, or votes no in writing, abstains in writing or doesn't respond and also doesn't demand in writing that the action not be taken without a meeting.

The notice has to state the action, the time by which a director must respond, and that failing to respond has the same effect as abstaining and as not demanding a meeting.

The action is taken only if the yes votes in writing "equal or exceed the minimum number of votes that would be necessary to take such action at a meeting at which all of the directors then in office were present and voted," and no director has demanded a meeting in writing.

What that means for an email vote

• You don't need every director, but you need as many yes votes as the action would need at a meeting with every director in office present and voting.
• One written demand for a meeting stops the vote.
• Silence counts as an abstention, and the notice has to say so.
• A director can revoke a vote, an abstention or a demand in writing before the deadline.
• Ask counsel whether an emailed notice and emailed votes count as writing for your board.

What your bylaws can change

The bylaws can change this procedure or remove it. Check them before you send a notice.

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

• C.R.S. section 7-128-202: action without a meeting by noticed written vote. Colorado's official statutes are hosted by LexisNexis, so we read the copy at Colorado.Public.Law on 12 November 2026.