Can a nonprofit board vote by email in Texas?

By signed written consent, and in Texas that doesn't always have to be unanimous. The statute doesn't say whether an email reply counts as signed. If the certificate of formation or the bylaws provide for it, a written consent signed by enough directors to pass the action at a full meeting is enough.

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

What Texas law says

Business Organizations Code section 22.220 says the certificate of formation or bylaws may provide that an action can be taken without a meeting "if a written consent, stating the action to be taken, is signed by the number of directors or committee members necessary to take that action at a meeting at which all of the directors or committee members are present and voting."

The consent must state the date of each director's signature, and prompt notice has to go to each director who didn't sign.

What that means for an email vote

• This is opt-in. Look for the wording in your certificate of formation or bylaws before you rely on it.
• If your documents are silent, plan on needing every director, and confirm with counsel.
• Date every signature.
• Tell the directors who didn't sign, promptly, that the action was taken.
• The section says the consent must be in writing and doesn't mention email. 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

In Texas the governing documents decide whether fewer than all directors can act in writing at all.

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

• Texas Business Organizations Code section 22.220: written consent by the number of directors needed to act at a full meeting, dated signatures, and notice to directors who didn't sign. Read 12 November 2026.