Can a nonprofit board vote by email in Florida?

Only if every director signs a written consent, and the statute doesn't say whether an emailed reply counts as one. That is Florida's default, and the articles of incorporation or the bylaws can change it.

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

What Florida law says

Section 617.0821 says, "Unless the articles of incorporation or the bylaws provide otherwise," board action "may be taken without a meeting if the action is taken by all members of the board." The action "must be evidenced by one or more written consents describing the action taken and signed by each director" and delivered to the corporation.

It takes effect when the last director signs and delivers the consent, unless the consent sets a different date. A director can withdraw consent by a signed revocation delivered before the corporation has every director's consent. A signed consent "has the effect of a meeting vote."

What that means for an email vote

• Every director has to sign. One missing reply means the board hasn't acted.
• The action counts from the moment the last consent is delivered, so note that date.
• A director can withdraw by a signed revocation delivered to the corporation before it has unrevoked consents from every director.
• The section says the consent must be in writing and doesn't mention email. Ask counsel whether an emailed yes counts as a signed written consent for your board, or have each director sign a PDF.

What your bylaws can change

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

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

• Florida Statutes section 617.0821: action by all directors without a meeting, written consents, effective date and revocation. Read 12 November 2026.