Can a nonprofit board vote by email in Georgia?

Yes. Georgia lets a nonprofit board act without a meeting on consents "in writing or by electronic transmission." All directors have to consent, unless the articles or bylaws specifically permit fewer, and never fewer than a majority.

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

What Georgia law says

O.C.G.A. section 14-3-821 says action without a meeting "shall be taken by all members of the board, unless the articles or bylaws specifically permit such action to be taken by less than all, but not less than a majority of the board."

The action "must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, signed by no fewer than the required number of directors, and delivered to the corporation for inclusion in the minutes." It is effective when the last required signed consent is delivered, unless the consent sets a different date. A director can withdraw by a signed revocation delivered before the corporation has all the required consents.

What that means for an email vote

• The default is every director.
• A consent by electronic transmission is in the statute, and it still has to be signed. Ask counsel what your board should treat as a signature on an email.
• Fewer than all directors can act only if your articles or bylaws say so specifically, and the floor is a majority of the board.
• Deliver the consents to the corporation so they go in the minutes.

What your bylaws can change

Your articles or bylaws can forbid action without a meeting, or permit it by fewer than all directors. Look for wording that specifically permits fewer than all directors.

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

• O.C.G.A. section 14-3-821: action without a meeting, consents in writing or by electronic transmission, and revocation. Georgia's official code is hosted by LexisNexis, so we read FindLaw's copy on 12 November 2026.