Nonprofit Board Actions without Meetings

Posted on Wednesday, August 27, 2014

With the increased use of technology and busy schedules of nonprofit board members, sometimes it’s easier to communicate via e-mail.  But can nonprofit boards vote by e-mail?

In Indiana, a board may vote by e-mail only if certain procedures are followed.  Of course, there may be some actions in your articles of incorporation or bylaws that are required to be taken at actual meetings.

The Indiana Nonprofit Corporation Act of 1991 governs nonprofit corporations in Indiana.  According to Indiana Code, action taken by a board without a meeting may be done so if the action is evidenced by written consent:

  1. describing the action taken;
  2. signed by each director; and
  3. included in the minutes or filed with the corporate records reflecting action taken.

The noted action becomes effective when the last director signs the consent.

A simple email response from board members stating “yes” or “no” to the action will not suffice as proper written consent.  Each board member must return a copy of the written action with his/her signature either by postal mail, fax, emailing a scanned copy or using an authenticated electronic signature.  The signed written consents should be maintained by the organization with its other board minutes.

In addition, in Indiana, an action taken without a meeting must be unanimous in order for it to pass.  All board members must approve the action.

Before your organization decides to vote by e-mail, make sure you have an e-mail voting policy in place.

Posted by: Carrie Minnich, CPA

Posted in Mission Minded Nonprofits

Disclaimer: The information contained in Dulin, Ward & DeWald’s blog is provided for general educational purposes only and should not be construed as financial or legal advice on any subject matter. Before taking any action based on this information, we strongly encourage you to consult competent legal, accounting or other professional advice about your specific situation. Questions on blog posts may be submitted to your DWD representative.

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