Can a nonprofit board vote by email in Utah?
Yes. Utah lets directors act in writing, by all of them or by a noticed written vote, and communications may be sent electronically. Utah Code 16-6a-813.
Yes. Utah gives a nonprofit board two ways to act without a meeting: every director consents in writing, or the corporation sends a written notice and enough directors vote yes by the deadline. Unless the bylaws say otherwise, these communications can be delivered electronically.
This is general information, not legal advice. Check your bylaws, and ask counsel whether a particular vote counts for your board.
What Utah law says
Utah Code section 16-6a-813(1) says that, unless the bylaws provide otherwise, action "may be taken without a meeting if all members of the board consent to the action in writing."
Subsection (2) adds a second route. The corporation sends each director a written notice stating the action, the time by which to respond, and that not responding counts as abstaining and as not demanding a meeting. The action is taken only if, by that time, the yes votes in writing "equal or exceed the minimum number of votes that would be necessary to take such action at a meeting at which all of the directors then in office were present and voted," and no director has demanded in writing that the action not be taken without a meeting.
Subsection (3) says, "Unless otherwise provided by the bylaws, a communication under this section may be delivered by an electronic transmission."
What that means for an email vote
- With the noticed route you don't need everyone, but the yes votes are counted against all directors in office.
- One written demand for a meeting stops the noticed route.
- The notice has to say what silence means.
- A director can revoke a vote, an abstention or a demand in writing before the deadline.
What your bylaws can change
The bylaws can change or remove both routes, and can rule out electronic delivery. Read them first.
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
- Utah Code section 16-6a-813: unanimous written consent, action by noticed written vote, and electronic transmission. Read 12 November 2026.
Questions this post answers
Can a nonprofit board vote by email in Utah?
Yes. Section 16-6a-813 lets directors act without a meeting in writing, and says communications under the section may be delivered by electronic transmission unless the bylaws provide otherwise.
Does an email vote have to be unanimous in Utah?
Not always. If the corporation sends every director a written notice, the action passes when the yes votes reach the number needed at a meeting with all directors in office present and voting, and no director demands a meeting.
What happens if a Utah director doesn't respond?
Under the noticed route, the notice has to state that not responding by the deadline has the same effect as abstaining and as not demanding a meeting.
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