Can a nonprofit board vote by email in North Dakota?

Yes, if the electronic consent is authenticated. North Dakota lets a nonprofit board act without a meeting by a written action that every director signs or consents to "by authenticated electronic communication." If the articles allow it, fewer than all directors can act.

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

What North Dakota law says

North Dakota Century Code section 10-33-43 says board action "may be taken by written action signed, or consented to by authenticated electronic communication, by all of the directors."

"If the articles so provide," an action that doesn't need member approval may be taken by written action of "the number of directors that would be required to take the same action at a meeting of the board at which all directors were present."

The written action is effective when the required number of directors have signed or consented, unless it sets a different time. When fewer than all directors act, "all directors must be notified immediately of its text and effective date."

What that means for an email vote

• The default is every director.
• Electronic consent is in the statute, but it has to be authenticated. Ask counsel what your board should accept as authentication for an email.
• Only the articles can lower the number.
• If fewer than all directors act, tell every director the text and the effective date straight away.

What your bylaws can change

Check your articles of incorporation for a clause allowing written action by fewer than all directors. Without one, plan on every director.

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.D.C.C. section 10-33-43: written action by all directors, authenticated electronic consent, and action by fewer than all if the articles provide. We read the copy at Counsel Stack on 12 November 2026.