Electronic Voting and Neighborhood Boards
From time to time a neighborhood might need to cast a vote between board meetings and an in-person meeting for voting is not an option. In this case, voting by email is an option, but with a high threshold.
A vote by email (or any action without a meeting) does require at least the unanimous consent of all the board members entitled to vote on the issue or action. The basic reasoning is that a board's fiduciary responsibilities require robust discussion not ordinarily available through email communications. So if you are going to forgo that robust discussion, then you need to demonstrate unanimous consent.
The Minnesota Nonprofit Statute does provide an alternative option to unanimous consent if the organization has provided for this in their articles of incorporation (providing for it in bylaws isn't enough). This still requires the consent of the number of directors required if all directors were present.
If you do conduct an electronic vote outside of a meeting, you should also make sure that any motion sent out by email is clear on what the precise motion is, and the responses should also clearly indicate approval. The motion and vote should be reported on and recorded in minutes at the next meeting, including copies of the emails.
Here is the specific provision, Minnesota Nonprofit Statute 317A.239:
317A.239 ACTION WITHOUT MEETING.
Subdivision 1. Method. An action required or permitted to be taken at a board meeting may be taken by written action signed, or consented to by authenticated electronic communication, by all of the directors. If the articles so provide, an action, other than an action requiring approval of members with voting rights, may be taken by written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take the same action at a meeting of the board at which all directors were present.
Subd. 2. Effective time. The written action is effective when signed, or consented to by authenticated electronic communication, by the required number of directors, unless a different effective time is provided in the written action.
Subd. 3. Notice; liability. When written action is permitted to be taken by less than all directors, all directors must be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A director who does not sign or consent to the written action is not liable for the action or actions taken thereby.
History: 1989 c 304 s 42; 2002 c 311 art 3 s 6,7; 2010 c 250 art 1 s 25,26
There is more in the MN Nonprofit Statute about what constitutes an electronic form of balloting (including faxes and emails or the use of voting machines) and what constitutes an “authenticated” electronic method of communication.
Additional Links to reference:
Last updated Jan 3, 2018