Board votes by email, with your bylaws recorded first
Most guides to voting by email end with “check your bylaws and state law.” Karma Compass starts there: it will not draft a vote until your bylaws passage is recorded and cited, and then runs the vote from each director’s inbox.
When a nonprofit board can vote by email
A board acts in two ways: at a meeting with quorum, or without a meeting in the way its governing documents allow. An email vote is generally an action without a meeting, and whether it counts depends on three things.
- Your state’s nonprofit statute. Most states allow a board to act without a meeting by unanimous written consent. Some allow a majority vote without a meeting when the bylaws provide for it. A few are stricter.
- Your bylaws. They may permit action without a meeting, forbid it, or set a different threshold. Where the bylaws are silent, the statute’s default applies.
- How the vote is run. Each director must receive the same motion, cast their own vote, and have it recorded with the result in the minutes of the next meeting or in the written consent.
Whether a particular vote meets your state’s rules is a question for your counsel. What the software can do is refuse to draft a vote when the bylaws rule you recorded says voting outside a meeting is not allowed, and keep each response as an entry that cannot be edited or deleted.
How Karma Compass runs a vote
Before it will draft a motion, Karma Compass asks someone on your board to record what the bylaws say on three points: whether the board may vote outside a meeting, the threshold to pass a motion, and whether a director may change their vote, each with the bylaws passage cited. If your bylaws do not allow voting outside a meeting, it will not draft one.
When a motion is ready, someone who runs your meetings, such as the chair or secretary, opens the vote. Each director gets an email with the motion and a link made for them alone, which opens four choices: In favor, Against, Abstain and Recuse myself. The link works once and expires when voting closes, or after two weeks if voting runs longer. No account, no password. The vote is counted with who cast it and when, and the result goes to the board's record once a person certifies it. If a director changes a vote where that is allowed, the change is a new entry rather than a replacement, so the history stays intact.
Nothing becomes official until someone on your board with the authority to approve it does. The agents prepare the work; your board makes the decisions. See who approves what.
Questions boards ask
Can a nonprofit board vote by email?
That depends on your bylaws and your state's nonprofit statute. A board may act without a meeting if every director consents, unless the articles or bylaws provide otherwise. Many states permit action without a meeting only by unanimous written consent, which email can satisfy; some permit a vote by a majority if the bylaws say so. The answer for your board is in your bylaws and your state statute, and counsel can confirm it.
What is unanimous written consent?
A decision every director signs, in writing or electronically, instead of voting at a meeting. It is the most widely permitted way for a board to act without meeting. Because it requires every director, one silent director means no decision; the matter waits for the next meeting.
How does Karma Compass make sure an email vote follows our bylaws?
It will not draft a vote until someone records what your bylaws say about voting outside a meeting, the threshold to pass a motion and whether a vote can be changed, with the passage cited. If your bylaws do not allow voting outside a meeting, it will not draft one. Someone who runs your meetings, such as the chair or secretary, opens the vote before anyone can cast a ballot.
Do directors need an account to vote?
No. Each director receives a voting link made for them alone. It works once and expires when voting closes, or after two weeks if voting runs longer. They open it and choose In favor, Against, Abstain or Recuse myself, and the vote is counted with who cast it and when.
Can a director change their vote?
Only if your bylaws allow it, which is one of the three things Karma Compass asks you to record before it drafts a vote. When a change is allowed, it is added as a new entry rather than replacing the first, so the history of the vote stays intact.
Is voting included in the Free plan?
Yes. Voting, quorum tracking, RSVPs and email participation with personal links are part of the Free plan and stay free.