Can a nonprofit board vote by email in Iowa?
Only if each director signs a consent and delivers it to the corporation. What Iowa Code 504.822 requires of an Iowa nonprofit board.
Only if each director signs a consent and delivers it to the corporation. Iowa'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 Iowa law says
Iowa Code section 504.822 allows board action without a meeting "if each director signs a consent describing the action to be taken and delivers it to the corporation," except where the articles or bylaws require the action to be taken 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." The consent can name the time it takes effect, and 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 names 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 articles or bylaws can require that some or all actions be taken at a meeting.
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
- Iowa Code chapter 504: section 504.822 on action without a meeting by consent of each director. Read 12 November 2026.
Questions this post answers
Can a nonprofit board vote by email in Iowa?
Only by signed consent. Iowa Code section 504.822 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 Iowa?
Yes. The action is the act of the board when consents signed by all the directors are delivered to the corporation.
Can an Iowa director withdraw a consent?
Yes, by a signed revocation delivered to the corporation before it has received unrevoked consents from all the directors.
Get posts like this by email
New posts and product updates.