Can a nonprofit board vote by email in Tennessee?
Only if every director signs a consent to acting without a meeting. How Tennessee Code 48-58-202 works, and where the usual vote count comes in.
Only if every director signs. Tennessee lets a nonprofit board act without a meeting when all directors consent to proceeding that way, and the statute doesn't say whether an emailed reply counts as a signed consent.
This is general information, not legal advice. Check your bylaws, and ask counsel whether a particular vote counts for your board.
What Tennessee law says
Tennessee Code section 48-58-202 says that, unless the charter or bylaws provide otherwise, board action "may be taken without a meeting. If all directors consent to taking such action without a meeting, the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting is the act of the board."
The action "must be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records." It is effective when the last director signs, unless the consent sets a different date.
What that means for an email vote
- Every director has to sign the written consent, including a director who votes no on the action itself.
- Once all have agreed to act without a meeting, the number of yes votes you'd need at a meeting decides the action.
- One director who won't sign sends the matter to a meeting.
- 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
The charter or bylaws can provide otherwise, including by forbidding action without a meeting. Tennessee calls the articles of incorporation the charter.
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
- Tennessee Code section 48-58-202: action without a meeting and written consents signed by each director. Tennessee's official code is hosted by LexisNexis, so we read FindLaw's copy on 12 November 2026.
Questions this post answers
Can a nonprofit board vote by email in Tennessee?
Only with written consents signed by each director. Section 48-58-202 lets the board act without a meeting if all directors consent to doing so. It doesn't say whether an email counts as signed.
Does an email vote have to be unanimous in Tennessee?
Every director has to consent to acting without a meeting and sign. The action itself then passes with the number of votes it would need at a meeting.
When does a Tennessee written consent take effect?
When the last director signs the consent, unless the consent specifies a different effective date.
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