Can a nonprofit board vote by email in Massachusetts?

Only by unanimous written consent. We didn't find a section of the Massachusetts nonprofit statute to quote on this, so this page relies on a law firm's published guidance.

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

What Massachusetts law says

Eleanor Evans of Hemenway & Barnes wrote in 2022 that a Massachusetts nonprofit corporation's board can't vote by email unless the vote meets the requirements of a unanimous written consent (Hemenway & Barnes).

As she describes it, the board can act without a meeting if all the directors consent in writing and the consents are filed with the records of the board's meetings. That is allowed unless the articles of organization or the bylaws specifically prohibit it. The action takes effect on the date the last consent comes back.

What that means for an email vote

• You can circulate the consent by email, but every director has to return it and agree.
• If one director doesn't respond, votes no or abstains, the action doesn't take effect.
• File the consents with the board's meeting records.
• Her article also covers proxy voting by directors and nonprofits set up as trusts.

What your bylaws can change

Your articles of organization or bylaws can specifically prohibit written consent. Check both.

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

• Nonprofit 411: Can Our Nonprofit Organization's Board Vote by Email?: Eleanor Evans, Hemenway & Barnes, 15 November 2022. This is a law firm's summary, not the statute. Read 12 November 2026.