Can a nonprofit board vote by email in Oklahoma?
Oklahoma's General Corporation Act lets a board act if all members consent in writing or by electronic transmission. What section 1027(F) says.
Oklahoma's General Corporation Act lets a board act without a meeting if all its members consent "in writing or by electronic transmission," unless the certificate of incorporation or bylaws restrict it. We didn't read the provisions on how the Act applies to not-for-profit corporations, so confirm with counsel that it governs yours.
This is general information, not legal advice. Check your bylaws, and ask counsel whether a particular vote counts for your board.
What Oklahoma law says
Title 18, section 1027(F) of the Oklahoma Statutes says, "Unless otherwise restricted by the certificate of incorporation or bylaws," any action that could be taken at a board or committee meeting "may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission."
A consent can also be made effective at a future time, no later than sixty days after the instruction is given.
What that means for an email vote
- All members of the board have to consent.
- Consent by electronic transmission is in the statute.
- Keep the consents with the minutes.
- Ask counsel to confirm that section 1027 applies to your organization as written.
What your bylaws can change
The certificate of incorporation or the bylaws can restrict 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
- Oklahoma Statutes Title 18, section 1027: unanimous consent in writing or by electronic transmission. We read the copy at Counsel Stack on 12 November 2026.
Questions this post answers
Can a nonprofit board vote by email in Oklahoma?
Section 1027(F) of the Oklahoma General Corporation Act lets a board act without a meeting if all members consent in writing or by electronic transmission. Confirm with counsel that it governs your not-for-profit corporation.
Does an email vote have to be unanimous in Oklahoma?
Under section 1027(F), yes. All members of the board have to consent.
Can Oklahoma bylaws restrict written consent?
Yes. The section applies unless otherwise restricted by the certificate of incorporation or bylaws.
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