Can a nonprofit board vote by email in New Jersey?

Only if every trustee consents in writing. New Jersey calls nonprofit directors trustees, and its statute doesn't say whether an emailed reply counts as written consent.

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

What New Jersey law says

N.J.S.A. 15A:6-7(c) says, "Unless otherwise provided by the certificate of incorporation or bylaws," action "may be taken without a meeting if, prior or subsequent to the action, all members of the board or of the committee, as the case may be, consent thereto in writing and the written consents are filed with the minutes of the proceedings of the board or committee."

The consents "shall have the same effect as a unanimous vote of the board."

What that means for an email vote

• All trustees have to consent. One who doesn't means the board hasn't acted.
• Consents can come before or after the action.
• File the written consents with the minutes. The statute makes that part of the rule.
• Ask counsel whether an emailed yes counts as written consent for your board, or have each trustee sign a PDF.

What your bylaws can change

The certificate of incorporation or bylaws can provide otherwise, so they can restrict or forbid action without a meeting.

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

• N.J.S.A. 15A:6-7: action by trustees without a meeting on written consent of all members of the board. We read FindLaw's copy of the statute on 12 November 2026.