Can a nonprofit board vote by email in Indiana?
Only if every director signs a written consent. What Indiana Code 23-17-15-2 requires for an Indiana nonprofit board to act without a meeting.
Only if every director signs a written consent. Indiana lets a nonprofit board act without a meeting when all of its directors sign, and the 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 Indiana law says
Indiana Code section 23-17-15-2 says, "Unless articles of incorporation or bylaws provide otherwise," action "may be taken without a meeting if the action is taken by all members of the board of directors." It has to be shown by at least one written consent that describes the action, is signed by each director, and is included in the minutes or filed with the corporate records.
The action is effective when the last director signs, "unless the consent specifies a prior or subsequent effective date."
What that means for an email vote
- Every director has to sign. One who says no, or never answers, means the board hasn't acted.
- The consent can name an effective date before or after the last signature.
- Put the consent in the minutes or file it with the corporate records.
- 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 articles or bylaws can provide otherwise, so they 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
- Indiana Code section 23-17-15-2: action by all directors without a meeting and the effective date. We read FindLaw's copy of the statute on 12 November 2026.
Questions this post answers
Can a nonprofit board vote by email in Indiana?
Only by written consent of every director. Indiana Code section 23-17-15-2 lets the board act without a meeting if all members sign a written consent. It doesn't say whether an email counts as signed.
Does an email vote have to be unanimous in Indiana?
Yes. The action has to be taken by all members of the board of directors.
When does an Indiana written consent take effect?
When the last director signs it, unless the consent specifies an earlier or later effective date.
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