Can a nonprofit board vote by email in Ohio?
Only if every director signs. Ohio Revised Code 1702.25 lets directors act without a meeting unless the articles or regulations prohibit it.
Only if every director signs, and the statute doesn't say whether an emailed approval counts as signed. Ohio lets directors act without a meeting by a writing signed by all of them, unless the articles or the regulations prohibit it. The code of regulations is Ohio's name for bylaws.
This is general information, not legal advice. Check your bylaws, and ask counsel whether a particular vote counts for your board.
What Ohio law says
Revised Code section 1702.25(A) says that, unless the articles or the regulations prohibit it, any action that could be taken at a meeting of the directors "may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by," all of the directors "who would be entitled to notice of a meeting for that purpose."
It adds, "Any such writing shall be filed with or entered upon the records of the corporation."
What that means for an email vote
- Every director entitled to notice of a meeting has to sign.
- The signed writing, or writings, go into the corporation's records.
- The section says "signed" and doesn't mention email. Ask counsel whether an emailed approval counts for your board, or have each director sign a PDF.
What your bylaws can change
Your articles or code of regulations can prohibit action without a meeting. If they say nothing, the statute's rule applies.
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
- Ohio Revised Code section 1702.25: action by directors without a meeting in a writing signed by all of them, filed with the records. Read 12 November 2026.
Questions this post answers
Can a nonprofit board vote by email in Ohio?
Only if all directors sign a writing approving the action, and the statute doesn't say whether email counts. Revised Code section 1702.25 allows it unless the articles or the regulations prohibit action without a meeting.
Does an email vote have to be unanimous in Ohio?
Yes for directors. The writing has to be signed by all of the directors who would be entitled to notice of a meeting.
What are regulations in an Ohio nonprofit?
The code of regulations is what Ohio calls a nonprofit corporation's bylaws.
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