can church boards vote by email

Can Church Boards Vote by Email?

Similar to our discussion last week about virtual board meetings is the question, “Can church boards vote by email?”

can church boards vote by email

When you’re pressed for time to make a decision between regular board meetings, it seems quick & easy to shoot out an email and have all the directors email their vote back in. There’s a little gray area here maybe, but what I found on the interwebs suggests that it’s probably a bad idea. Here’s why:

The Good

State laws generally recognize the need to make decisions between board meetings. The Charity Lawyer Blog tells us that, “Occasionally, urgent board action is required yet it is not possible or practical to have the board meet in person or even over the telephone. In these cases, most states permit the board members to conduct official business by signing a unanimous written consent.”

If not meeting in person, and to the extent permitted by the organization’s bylaws, the directors may take these actions by “unanimous written consent,” which requires the signatures of all directors. It is important for the corporate secretary to record and keep minutes of all meetings (and unanimous written consents) of the board of directors and board committees.”
CA Attorney General’s Guide for Charities

The Bad

Attorney Gene Takagi writes for Blue Avocado that there are several problems with a simple vote by email. My summary:

  • Most states don’t specifically authorize the practice
  • Many leaders have an assistant or other who has access to their email account (harder to know who actually voted)
  • A simple ‘Yes’ response to a complicated proposal suggests the director didn’t really read it
  • A response that includes a condition like, “Yes, as long as we…” probably isn’t a consent
  • Any simple email response probably won’t satisfy the ‘signature’ requirement (above)

The point of the whole board decision & voting process is for there to be dialog/debate. The vote by email all but short circuits that process.

What to Do

It may seem like a subtle difference, but I found general agreement that getting everyone to sign a quick resolution between board meetings still works:

  1. Attach a 1-page consent form to your email that everyone can print off, sign and scan/camera back to you; then print them yourself and staple ’em all together for the corporate records book
  2. Get electronic signatures using one of the many eSignature services available at little or no cost (Adobe Acrobat, DocuSign, HelloSign, RightSignature), then print off the signed doc for the records book

Signatures don’t have to be in ink, but the unanimous written consent does have to be unanimous.

So keep chatting up issues & opportunities between board meetings via email, but be safe and take the extra step to get signatures if something has to be decided between regular meetings.