Can a nonprofit board vote by email in Oregon?

Yes. Oregon has a statute written for board votes by email. Under ORS 65.343, a majority of the directors in office can act by email after the corporation sends every director an announcement with a deadline at least 48 hours away.

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

What Oregon law says

ORS 65.343(1) says that, unless the articles of incorporation or bylaws provide otherwise, the board "may, without a meeting, use electronic mail or other electronic means to take action" that it could take at a meeting, if the corporation follows the section's steps.

• The corporation emails an announcement to the address each director has given it, saying the board will take the action and describing the matter.
• The announcement sets a deadline "of not less than 48 hours after the time the corporation sends the announcement" for directors to record their votes.
• A director can change their vote any time before the deadline.
• "An affirmative vote of the majority of the directors who hold office" at the time is an act of the board, unless the articles or bylaws require more.
• The announcement and a record of the votes go in the minutes or are filed with the documents that reflect the action.

The board can't act this way if the corporation has no email address on record for a director. Oregon also keeps the older route in ORS 65.341, where all directors sign written consents.

What that means for an email vote

• You don't need every director. You need a majority of the directors in office, counted against the whole board and not just those who reply.
• Send the announcement to every director, and give at least 48 hours.
• The action takes effect at the deadline unless the announcement names another time.
• Subsection (7) lets the board use email to discuss an issue without these steps, but not to take action on it.

What your bylaws can change

Your articles or bylaws can switch email action off or require a larger vote. If they are silent, the statute 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

• Oregon Revised Statutes chapter 65: ORS 65.343 on board action by email and ORS 65.341 on unanimous written consent. Read 12 November 2026.