Can a nonprofit board vote by email in New York?
Yes. New York lets a nonprofit board act by unanimous consent, and N-PCL 708(b) says the consent may be electronic. What the email has to show.
Yes. New York lets a nonprofit board act without a meeting if every director consents, and the statute says the consent may be electronic. An emailed consent has to carry information showing that the director authorized it.
This is general information, not legal advice. Check your bylaws, and ask counsel whether a particular vote counts for your board.
What New York law says
Not-for-Profit Corporation Law section 708(b) starts with "Unless otherwise restricted by the certificate of incorporation or the by-laws." It then allows action without a meeting "if all members of the board or the committee consent to the adoption of a resolution authorizing the action."
The section goes on, "Such consent may be written or electronic." An electronic one is sent by email or other electronic means, with information from which it can reasonably be determined that the director authorized it. The resolution and the consents are filed with the minutes.
What that means for an email vote
- It has to be unanimous. One director who doesn't consent means no action.
- Email is expressly allowed. Have each director reply from their own address, with their name, to the full text of the resolution.
- File the resolution and every consent with the minutes.
- If you can't get everyone, section 708(c) lets directors join a meeting by phone or video when all can hear each other.
What your bylaws can change
The certificate of incorporation or the bylaws can restrict action without a meeting, or forbid it. Read yours before the first email vote.
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
- New York Not-for-Profit Corporation Law section 708: unanimous written or electronic consent, filing with the minutes, and attendance by phone or video. Read 12 November 2026.
Questions this post answers
Can a nonprofit board vote by email in New York?
Yes, by unanimous consent. N-PCL section 708(b) lets the board act without a meeting if all members consent to a resolution, and it says the consent may be written or electronic.
Does an email vote have to be unanimous in New York?
Yes. All members of the board have to consent. A majority of replies isn't enough.
What does an emailed consent need in New York?
It has to be sent by email or other electronic means with information showing the director authorized it. The resolution and the consents are then filed with the minutes.
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