Can a nonprofit board vote by email in Pennsylvania?
Only if all directors in office sign consents in record form. What 15 Pa.C.S. 5727(b) requires of a Pennsylvania nonprofit board.
Only if all the directors in office sign consents. Pennsylvania asks for consents "in record form" and doesn't mention email by name, and the bylaws can restrict acting this way.
This is general information, not legal advice. Check your bylaws, and ask counsel whether a particular vote counts for your board.
What Pennsylvania law says
Title 15, section 5727(b) of the Pennsylvania Consolidated Statutes says, "Unless otherwise restricted in the bylaws, any action required or permitted to be approved at a meeting of the directors may be approved without a meeting if one or more consents to the action in record form."
The consents "must be signed, before, on or after the effective time of the action by all of the directors in office at the effective time," and they "must be filed with the secretary of the corporation." A consent can say it takes effect at a later time.
What that means for an email vote
- All directors in office have to sign. The count is the directors in office when the action takes effect.
- Signatures can come before or after the effective time.
- File the consents with the secretary.
- The statute says "record form" and "signed." Ask counsel whether an emailed consent meets both for your board.
What your bylaws can change
The bylaws can restrict action by consent. If yours are silent, the statute allows it.
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
- 15 Pa.C.S. section 5727: action by consent of all directors in office, filed with the secretary. Read 12 November 2026.
Questions this post answers
Can a nonprofit board vote by email in Pennsylvania?
Only by consent of all directors. Section 5727(b) lets directors approve an action without a meeting through consents in record form, signed by all of the directors in office, unless the bylaws restrict it.
Does an email vote have to be unanimous in Pennsylvania?
Yes. The consents have to be signed by all of the directors in office at the effective time of the action.
Where do Pennsylvania consents go?
They must be filed with the secretary of the corporation.
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