Can a nonprofit board vote by email in Kansas?
Yes. Kansas lets a board act if all members consent in writing or by electronic transmission. How K.S.A. 17-6301(f) applies to nonprofits.
Yes. Kansas lets a board act without a meeting if all its members consent "in writing or by electronic transmission," unless the articles or bylaws restrict it.
This is general information, not legal advice. Check your bylaws, and ask counsel whether a particular vote counts for your board.
What Kansas law says
K.S.A. 17-6301(f) says, "Unless otherwise restricted by the articles of incorporation or bylaws," any action that could be taken at a board or committee meeting "may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission."
A consent can also be made effective at a future time, no later than 60 days after the instruction is given.
This section is part of the Kansas general corporation code. K.S.A. 17-6014 applies that code to nonstock corporations and reads references to the board of directors as references to the corporation's governing body.
What that means for an email vote
- All members of the board have to consent.
- Consent by electronic transmission is in the statute. Keep each one.
- Keep the consents with the minutes.
What your bylaws can change
The articles or bylaws can restrict action without a meeting. If they are silent, the statute allows 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
- K.S.A. 17-6301 and K.S.A. 17-6014: unanimous consent in writing or by electronic transmission, and the code's application to nonstock corporations. Read 12 November 2026.
Questions this post answers
Can a nonprofit board vote by email in Kansas?
Yes. K.S.A. 17-6301(f) lets a board act without a meeting if all members consent in writing or by electronic transmission, unless the articles or bylaws restrict it.
Does an email vote have to be unanimous in Kansas?
Yes. All members of the board have to consent.
Does the Kansas general corporation code apply to nonprofits?
Yes, with some exceptions. K.S.A. 17-6014 applies the code to nonstock corporations, with references to the board of directors read as references to the governing body.
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