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Can a nonprofit board vote by email in Maine?

Mahesh Murthy, FounderVoting and decisions

With no members, Maine treats a majority's agreement outside a meeting as board action if every director knows and none objects. 13-B M.R.S. 708.

Maine has its own rule. Under its nonprofit statute, action that a majority of directors agree to outside a meeting counts as board action if, for a nonprofit with no members, every director knows about it and none promptly objects. The section doesn't mention email.

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

What Maine law says

Title 13-B, section 708 of the Maine Revised Statutes is headed "Informal or irregular action by directors." It says action taken without a meeting "by agreement of a majority of directors, or by agreement of such larger percentage as the articles of incorporation or the bylaws may require, shall be deemed action of the board of directors" in set circumstances.

For a corporation with no members, the circumstance is that "all directors know of the action taken and no director makes prompt objection to such action." For a corporation with members, the section looks to whether all members know and none promptly objects, or whether the directors acted under a custom generally known to the members, with all directors knowing and none promptly objecting.

What that means for an email vote

  • Tell every director, in the same email, exactly what is proposed. Knowledge by all directors is part of the test.
  • Give directors a clear chance to object, and treat an objection as ending the email vote.
  • Check whether your articles or bylaws ask for more than a majority.
  • If your nonprofit has members, the test is different. Ask counsel which part of section 708 applies.
  • Keep the emails with the minutes.

What your bylaws can change

The articles or bylaws can require a larger percentage than a majority. Your bylaws may also set their own rule for written consent, so read them alongside the statute.

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

Questions this post answers

  • Can a nonprofit board vote by email in Maine?

    Section 708 treats action agreed to by a majority of directors without a meeting as board action if, for a corporation with no members, all directors know of it and none promptly objects. It doesn't mention email, so ask counsel how it applies to your board.

  • Does an email vote have to be unanimous in Maine?

    Not under section 708, which asks for a majority or a larger percentage set by the articles or bylaws. But every director has to know of the action, and a prompt objection defeats it.

  • What stops an informal board action in Maine?

    For a nonprofit with no members, a prompt objection by a director, or a director not knowing of the action. A nonprofit with members has other tests.

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