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Can a nonprofit board vote by email in Michigan?

Mahesh Murthy, FounderVoting and decisions

Yes. Michigan lets a nonprofit board act if all directors in office consent in writing or by electronic transmission. What MCL 450.2525 says.

Yes. Michigan lets a nonprofit board act without a meeting if all directors then in office consent in writing or by electronic transmission, unless the articles or bylaws prohibit it.

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

What Michigan law says

Section 525 of the Nonprofit Corporation Act (MCL 450.2525) says, "Unless prohibited by the articles of incorporation or bylaws," action "may be taken without a meeting if, before or after the action, all members of the board then in office or of the committee consent to the action in writing or by electronic transmission."

It continues, "The written consents shall be filed with the minutes of the proceedings of the board or committee. The consent has the same effect as a vote of the board or committee for all purposes."

What that means for an email vote

  • Every director then in office has to consent.
  • The statute allows consent "by electronic transmission," which is how an email reply arrives. This section doesn't define the term, so ask counsel if your board wants certainty.
  • Consents can come before or after the action.
  • File them with the minutes.

What your bylaws can change

Your articles or bylaws can prohibit 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

Questions this post answers

  • Can a nonprofit board vote by email in Michigan?

    Yes. MCL 450.2525 lets the board act without a meeting if all members of the board then in office consent in writing or by electronic transmission, unless the articles or bylaws prohibit it.

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

    Yes. All members of the board then in office have to consent.

  • Where do Michigan written consents go?

    The statute says they are filed with the minutes of the proceedings of the board or committee.

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