Can a nonprofit board vote by email in Louisiana?
Only by a consent in writing signed by all directors and filed with the board's records. What Louisiana R.S. 12:224 says.
Only by a consent in writing signed by all of the directors. Louisiana's statute doesn't say whether an emailed reply counts as signed.
This is general information, not legal advice. Check your bylaws, and ask counsel whether a particular vote counts for your board.
What Louisiana law says
Louisiana Revised Statutes 12:224 says any action that may be taken at a board meeting "may be taken by a consent in writing signed by all of the directors or by all members of the committee, as the case may be, and filed with the records of proceedings of the board or committee."
The same section lets the board meet by conference telephone or similar equipment, "provided that all persons participating in the meeting can communicate with each other," and counts that as presence in person.
What that means for an email vote
- All directors have to sign.
- File the signed consent with the board's records of proceedings.
- If you can't get every signature, a meeting by phone or similar equipment is the alternative the statute gives you.
- 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
Read your articles and bylaws for any rule on written consent or on meeting remotely. They may ask for more than the statute does.
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
- Louisiana Revised Statutes 12:224: consent in writing signed by all directors, and meetings by conference telephone. Read 12 November 2026.
Questions this post answers
Can a nonprofit board vote by email in Louisiana?
Only by a consent in writing signed by all of the directors and filed with the board's records. R.S. 12:224 doesn't say whether an email counts as signed.
Does an email vote have to be unanimous in Louisiana?
Yes. The consent has to be signed by all of the directors.
Can a Louisiana board meet by phone instead?
Yes. R.S. 12:224 allows a meeting by conference telephone or similar equipment if everyone taking part can communicate with each other.
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