Q. "Can my board take action via email or conference call?" -- Anonymous, May, 2008

A. We weren’t entirely clear on the answer to this question, so we asked our attorney, Gene Takagi, author and publisher of The Nonprofit Law Blog.  Here is his response: “A board action may be taken at a duly held meeting or by unanimous written consent.  California law does not expressly authorize a vote by email (this may not be true of other jurisdictions).  Meetings (including by conference call and possibly by chat room) allow members to communicate with all other members concurrently.  Simple email votes do not allow for such discussion.  Another issue with email is the inability (for the most part) to verify that it is the director sending the email rather than someone acting by proxy or an unauthorized user.

Nevertheless, email may be a valuable tool for boards.  You can take a poll by email on proposed actions before putting them to an actual vote or deciding to take them by unanimous written consent.  If, for example, you learn that all directors favor the same decision, the Secretary may draft an action by unanimous written consent and send it (possibly by email) to all the directors.  Each director may then sign the unanimous written consent and fax it (or email a scanned, signed consent) back to the Secretary.  Once the Secretary has a signed consent from each director, the action has been taken.  The Secretary should maintain each signed consent (typically one for each director) with the minutes of the corporation.”  -- Gene Takagi