Can a nonprofit board vote by email in Rhode Island?

Only by a consent in writing signed by all of the directors. Rhode Island's statute doesn't say whether an emailed reply counts as signed.

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

What Rhode Island law says

Rhode Island General Laws section 7-6-104 says any action that could be taken at a meeting of the directors "may be taken without a meeting if a consent in writing, setting forth the action taken, is signed" by all of the directors.

The consent "has the same force and effect as a unanimous vote."

What that means for an email vote

• All directors have to sign. One who doesn't means the board hasn't acted.
• The consent has to set out the action, so put the full motion in what directors sign.
• Keep the signed consent with the minutes.
• Ask counsel whether an emailed yes counts as a signed consent for your board, or have each director sign a PDF.

What your bylaws can change

Read your articles and bylaws for any rule on written consent. They may add requirements the statute doesn't have.

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

• Rhode Island General Laws section 7-6-104: action by directors without a meeting on a consent in writing signed by all of them. Read 12 November 2026.