E-mail Voting – A Simple Trap
11:23 am in Associations, Guest Post, Online Voting, Voting Trends by Votenet Updates
Our Guest Blogger, Leah Cohen Chatinover, is of counsel at Stanger & Arnold, LLP in West Hartford, Connecticut. She represents nonprofit organizations of all types and can be reached at lchatinover@stangerlaw.com or through her website ct-nonprofitlaw.com. This article is not a substitute for legal advice, and you should contact your attorney with specific questions.
Part One of Two
E-mail, Facebook, Twitter . . . the diverse modes of electronic communication have exploded over recent years. We are now able to communicate faster, cheaper and with more people simultaneously than ever before.
To busy nonprofit directors, whose schedules make board meetings seem like a luxury, a new trend in nonprofit governance has surfaced that may run afoul of the law – “voting” by e-mail.
This seems like the perfect solution. An issue or opportunity arises that calls for quick response. Directors are reluctant to attend extra meetings. Why not circulate an e-mail, ascertain that there is general agreement and take action?
The ease and speed of e-mail voting is seductively simple. But, this practice is a trap because a board that relies on e-mail voting fails to comply with legal requirements for a proper vote and exposes its decisions to attack. Nonprofit corporate statutes typically provide for board action to be taken either at a meeting (including a meeting by phone or video conference) or by unanimous written consent. Since an e-mail vote technically does not fit either category, a court could consider an e-mail vote nothing more than informal action, which is not legally valid. Even more likely, an attorney representing a nonprofit organization in a loan transaction might not be able to issue the “opinion of counsel” typically required by a lender. This could delay or derail an entire deal.
Let’s take an example. . . Read the rest of this entry →



Does your organization offer industry awards to your members or constituents? According to a 2010 article on the
How do you make sure your voters remember to cast their votes?
In many association elections, candidates fill out a written form and perhaps upload a headshot to help voters decide who to elect. But in today’s society where YouTube is the number two search engine after Google, associations that encourage candidates to create short intro videos can increase their presence on the web as well as generate buzz for the election.