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Can a nonprofit board vote by email in Washington?

Mahesh Murthy, FounderVoting and decisions

Only if each director entitled to vote executes a consent, all within sixty days. What RCW 24.03A.570 requires of a Washington nonprofit board.

Only if each director entitled to vote executes a consent. Washington asks for a consent "in the form of a record" and doesn't mention email by name. All the directors have to sign within sixty days of the first signature.

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

What Washington law says

RCW 24.03A.570 says that, unless the articles or bylaws prohibit it, board action "may be taken without a meeting if each director entitled to vote with respect to the subject matter thereof executes a consent in the form of a record describing the action to be taken and delivers it to the nonprofit corporation."

The action is the act of the board when consents from all the directors entitled to vote have been delivered. The statute adds, "In no event may the period between the date of the first signature by a director on such a consent and the date on which all directors have executed the consent be more than sixty days."

A director can withdraw a consent by a revocation delivered before the corporation has everyone's. An interested director who abstains in writing isn't counted, under conditions the section sets out.

What that means for an email vote

  • Every director entitled to vote has to execute the consent.
  • You have sixty days from the first signature to collect the rest.
  • Deliver the consents to the corporation.
  • The statute says "in the form of a record." Ask counsel whether an emailed consent qualifies for your board.

What your bylaws can change

Your articles or bylaws can prohibit action without a meeting. If they don't, the statute allows it.

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

  • RCW 24.03A.570: action without a meeting by unanimous written consent, the sixty-day limit, and revocation. Read 12 November 2026.

Questions this post answers

  • Can a nonprofit board vote by email in Washington?

    Only by unanimous consent. RCW 24.03A.570 lets the board act without a meeting if each director entitled to vote executes a consent in the form of a record and delivers it to the corporation.

  • Does an email vote have to be unanimous in Washington?

    Yes. All directors entitled to vote have to execute the consent. An interested director who abstains in writing isn't counted, under conditions in the statute.

  • How long does a Washington board have to collect consents?

    No more than sixty days between the first director's signature and the date all directors have executed the consent.

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