Can a nonprofit board vote by email in Illinois?

Only if every director approves in writing, and the statute doesn't say whether an emailed approval counts. Illinois lets a nonprofit board act without a meeting on the written approval of all its directors, unless the articles or bylaws specifically prohibit it.

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

What Illinois law says

Section 108.45 of the General Not For Profit Corporation Act says that, "Unless specifically prohibited by the articles of incorporation or bylaws," board action "may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be approved in writing by all of the directors."

The consent is "evidenced by one or more written approvals, each of which sets forth the action taken and provides a written record of approval." The approvals are delivered to the secretary and filed in the corporate records. The action is effective when all the directors have approved, unless the consent names a different date, and it has "the same effect as a unanimous vote."

What that means for an email vote

• All directors have to approve. For a committee that includes non-directors, every committee member entitled to vote has to approve too.
• Each approval has to set out the action, so put the full motion in the email directors reply to.
• Send the approvals to the secretary, who files them in the corporate records.
• The section asks for "a written record of approval" and doesn't mention email. Ask counsel whether an emailed approval satisfies it for your board.

What your bylaws can change

The articles or bylaws can prohibit action without a meeting, and the statute says the prohibition has to be specific. Check both documents.

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

• 805 ILCS 105/108.45: written approval by all directors, delivery to the secretary, effective date, and the effect of a unanimous vote. Read 12 November 2026.