Can a nonprofit board vote by email in Wisconsin?

Yes. Wisconsin's statute says "in writing" includes a communication sent or received by electronic means. Every director in office has to consent, unless the articles or bylaws allow written action by two-thirds of them.

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

What Wisconsin law says

Wisconsin Statutes section 181.0821 says board action "may be taken without a meeting if a consent in writing setting forth the action is signed by all of the directors then in office." It continues, "If the articles of incorporation or bylaws so provide," the action "may be taken by written action signed by two-thirds of the directors then in office."

For this section, "written" includes a communication "transmitted or received by electronic means," and "sign" includes executing an electronic signature.

When fewer than all directors act, every director has to be given notice immediately of the text of the consent and its effective date. The action is then effective on the date in the consent or on the tenth day after that notice, whichever is later.

What that means for an email vote

• The default is all directors then in office.
• An emailed consent is a writing under this section. Ask counsel what counts as an electronic signature on it.
• The two-thirds route only exists if your articles or bylaws provide for it.
• With the two-thirds route, build in the ten days after notice before treating the action as effective.

What your bylaws can change

Your articles or bylaws decide whether two-thirds of the directors can act in writing. If neither mentions it, you need everyone.

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

• Wisconsin Statutes section 181.0821: written consent by all directors, two-thirds if the articles or bylaws provide, electronic writing and signatures, and notice. Read 12 November 2026.