Can a nonprofit board vote by email in Virginia?

Only if each director signs a consent, and the statute doesn't say whether an emailed reply counts as signed. Virginia also lets fewer than all directors act in writing, but only if the articles of incorporation expressly authorize it and no director objects.

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

What Virginia law says

Virginia Code section 13.1-865 allows board action without a meeting "if each director signs a consent describing the action to be taken and delivers it to the corporation," except where the articles or bylaws require the action to be taken at a meeting.

"If expressly authorized in the articles of incorporation," fewer than all directors can act, but not fewer than a majority of the directors in office or a quorum, whichever is greater. The corporation has to give every director written notice of the proposed action at least 10 business days before it is taken, and the action can't go ahead without a meeting if any director objects.

The action is effective when the last required director signs, unless the consent sets a different date. A revised version of this section takes effect on January 1, 2027, and it keeps the notice and objection rules.

What that means for an email vote

• Without authorization in your articles, every director has to sign.
• With it, you still owe all directors 10 business days' written notice, and if one director objects, the action can't be taken without a meeting.
• Actions that also need member approval can't be taken by fewer than all directors.
• 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

Your articles or bylaws can require a meeting for some or all actions. Only the articles can authorize consent by fewer than all directors.

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

• Code of Virginia section 13.1-865: consent signed by each director, action by fewer than all if the articles authorize it, notice and objection. Both the current version and the one effective January 1, 2027 are on the page. Read 12 November 2026.