A question that comes up frequently in our work relates to something we all generally take for granted—communication by email. As our lives are becoming busier and we often turn to the internet to stay connected, many board members wonder about conducting business via email. Is it legal? What are the pitfalls?
Many boards are getting work done by email, some even have written policies specifically around voting by email, but the Oregon Department of Justice Charitable Activities Section clearly states that board work via email is limited in our state.
When can we vote by email? Unless prohibited by your organization’s articles or bylaws, Oregon law allows for board action without a meeting if each and every board member consents in writing to the action, email included. If any board member disapproves or fails to respond, the action must wait until the board can meet.
If the action does pass by email consensus, then the email consents should be preserved in your records alongside your usual minutes. Further assurance would include having each board member sign the printed emails.
What’s the big deal? The largest pitfall to voting by writing (email or otherwise) is the lack of discussion. A discussion of an action’s finer points allows thoughts and ideas to percolate, promotes healthy oversight, and supports the directors’ duties of care.
What about video conferencing? Like phone meetings, virtual meeting platforms that allow all members to be present at once are sanctioned due to their ability to facilitate conversation. Each member can participate in a discussion of the action before them prior to the vote.
More information about virtual board work and voting by email can be found at: https://www.doj.state.or.us/charitable-activities/laws-guides-for-charities/tips-for-charities/can-vote-email/
In our next newsletter: How to create an email voting policy