Can a nonprofit board vote by email in Vermont?

Only if every director signs a written consent. Vermont lets a nonprofit board act without a meeting when all of its directors sign, 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 Vermont law says

Vermont Statutes Title 11B, section 8.21 says, "Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this title to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board." Each action "must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken."

The action is effective when the last director signs the consent, unless the consent specifies a different effective date. A signed consent has the effect of a meeting vote.

What that means for an email vote

• Every director has to sign. One who says no, or never answers, means the board hasn't acted.
• The action counts from the last signature, so note the date it arrives.
• The signed consents go in the minutes, filed with the corporate records.
• The section asks for written consents that are signed, and it doesn't mention email. Ask counsel whether an emailed yes counts for your board, or have each director sign a PDF.

What your bylaws can change

The section opens with "Unless the articles of incorporation or bylaws provide otherwise," so your articles or bylaws can forbid action without a meeting or set their own rules for it. Read both before the first vote.

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

• Vermont Statutes Title 11B, section 8.21: action by all directors without a meeting, written consents, and the effective date. Read 12 November 2026.