Electronic voting on your board

Sometimes your board does not have the luxury of meeting in person when an important matter must be voted on. Whether the circumstance is a cancelled meeting due to weather or the urgency of an issue needing to be addressed prior to your next scheduled meeting, your process for coordinating a board action by email should be carefully controlled, transparent, and recorded. Just because we all send and receive emails all day long on a range of devices does not mean that this process should be addressed casually; the action being voted on may be critical to the future of your organization, and must be recorded with extreme care.

First, whether you organization even allows an email vote on a board action is a matter for your by-laws. Check your by-laws, and, if no such provision is in place, you will need to ask a group of board members to tackle writing this language and proposing it for board approval. (If you have a “board governance” or “legal” board committee already, this is the place to assign this task.)

Assuming you do have this permission, then, here is a roadmap of how to make sure the process is handled effectively.

1. Make sure you have a current and complete list of board member emails. Ideally, you would pass this list around at a board meeting and have everyone initial and date by his or her name that the address is correct. This list could then be scanned and filed as a PDF along with your board minutes for that meeting.

2. The executive director and the board chair would then work together to draft a proposal of the issue. The text should appear in the body of an email, not as an attachment, so that you eliminate any question of whether someone was able to open the attachment.

3. The subject line of this email should clearly read, “BOARD ACTION.”

4. In your Outlook, be sure to create a discrete folder for handling board action emails, and retain all both sent and received documents.

5. Similarly, set up a paper filing system for each electronic board action, and this is one time when you should err on the side of printing all emails related to this process.

6. The board action language should be crisp and clear, not conversational, as if the document were being considered at a live meeting. All wording will become part of your board minutes. Make sure you are clear about what action or approval you are seeking, and be exact as to whether a yes or no vote is in favor or against.

7. Put all board addresses in the primary “To” line, visible to all recipients. Normally, we group emails (people within a department, for example) for convenience or to keep them hidden from all recipients, but in this case, clarity and transparency is key. List your executive director and your board chair only in the “CC” category.

8.  If your email system allows it, request a receipt confirmation from each addressee.

9. Print a copy of this email with all “To” addresses showing, for your paper file.

10. Make sure that your email instructs all board members to respond by hitting “reply,” not initiating a new message. (“Reply all” is not necessary, in that the individuals’ votes can be kept private, as long as you are retaining all electronic responses and printing them as well.)

11. Request that responses be consistent, i.e., YES or NO or SUPPORT or NOT SUPPORTED, not a prose reply that could be misinterpreted. Board members may comment if they wish, although first and foremost, their vote must be clear.

12. State also a date and time deadline for responses. To be fair, make sure that 3-5 business days are allowed, as board members may be traveling and not accessing email regularly.

13. Take extra care to call or otherwise notify busy board members that an email vote is occurring, and make notes of your actions in the paper file (“Spoke with Anne’s assistant, Carol, on June 13 at 2:10 p.m. to ensure that Anne is aware of email vote.”)

14. Again, be sure to file all responses in your Outlook as well as print them for your file.

15. When you have a quorum or a majority vote (the distinction, again, is a matter for your by-laws, not your discretion), send an email to the full group with the subject line, “BOARD ACTION OUTCOME.” Just as you would in a live meeting, state the number of yes or no votes and state whether the measure has passed. Note also by name whether any board members did not vote.




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