Can a nonprofit board vote by email in Maryland?
Yes. Maryland lets a board act by unanimous consent given in writing or by electronic transmission and filed with the minutes.
Yes. Maryland lets a board act without a meeting on a unanimous consent "given in writing or by electronic transmission" by each director entitled to vote, filed with the minutes.
This is general information, not legal advice. Check your bylaws, and ask counsel whether a particular vote counts for your board.
What Maryland law says
Section 2-408(c) of the Corporations and Associations Article says any action that could be taken at a board meeting "may be taken without a meeting if a unanimous consent which sets forth the action is" given "in writing or by electronic transmission by each member of the board or committee entitled to vote on the matter" and "filed in paper or electronic form with the minutes of proceedings of the board or committee."
Section 2-408 is part of the Maryland General Corporation Law. Section 5-201 says that law applies to nonstock corporations unless the context clearly requires otherwise or a specific provision says otherwise.
What that means for an email vote
- Every director entitled to vote on the matter has to consent.
- Consent by electronic transmission is in the statute.
- File the consents with the minutes, on paper or electronically.
- A consent can be made effective at a later time, up to 60 days after it is delivered.
What your bylaws can change
Read your charter and bylaws for limits on acting without a meeting. Section 2-408(c) doesn't say the bylaws can provide otherwise, so ask counsel how a bylaw restriction would interact with 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
- Maryland Code, Corporations and Associations, section 2-408 and section 5-201: unanimous consent in writing or by electronic transmission, and how the general corporation law applies to nonstock corporations. Read 12 November 2026.
Questions this post answers
Can a nonprofit board vote by email in Maryland?
Yes, by unanimous consent. Section 2-408(c) lets a board act without a meeting if each member entitled to vote gives consent in writing or by electronic transmission and the consent is filed with the minutes.
Does an email vote have to be unanimous in Maryland?
Yes. The statute requires a unanimous consent from each member of the board entitled to vote on the matter.
Does section 2-408 apply to Maryland nonprofits?
Section 5-201 says the Maryland General Corporation Law applies to nonstock corporations unless the context clearly requires otherwise or a specific provision provides otherwise.
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