Can a nonprofit board vote by email in Connecticut?
Only if each director signs a consent and delivers it to the corporation. What Connecticut General Statutes 33-1097 requires of a nonprofit board.
Only if each director signs a consent and delivers it to the corporation. Connecticut's statute doesn't say whether an emailed reply counts as a signed consent.
This is general information, not legal advice. Check your bylaws, and ask counsel whether a particular vote counts for your board.
What Connecticut law says
Connecticut General Statutes section 33-1097 allows board action without a meeting "if each director signs a consent describing the action taken or to be taken and delivers it to the corporation." The exception is where the certificate of incorporation or bylaws "specifically require that action by the board of directors be taken only 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 corporation." A director can withdraw by a signed revocation delivered before the corporation has every director's consent.
What that means for an email vote
- Every director has to sign, and each consent has to reach the corporation.
- The action counts from the delivery of the last consent, unless the consent sets another time.
- A director can withdraw until then.
- Ask counsel whether an emailed yes counts as a signed consent 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, but only if they say so specifically.
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
- Connecticut General Statutes section 33-1097: action without a meeting by consent of each director, delivery, and revocation. Read 12 November 2026.
Questions this post answers
Can a nonprofit board vote by email in Connecticut?
Only by signed consent. Section 33-1097 lets the board act without a meeting if each director signs a consent describing the action and delivers it to the corporation. It doesn't say whether an email counts as signed.
Does an email vote have to be unanimous in Connecticut?
Yes. The action is the act of the board when consents signed by all the directors are delivered to the corporation.
Can a Connecticut director withdraw a consent?
Yes, by a signed revocation delivered to the corporation before it has received unrevoked consents from all the directors.
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