Board of directors voting by email: A guide to secure and effective decision-making

Businesses are adapting fast, and board operations are no exception. Today, over 45% of small companies have fully moved to virtual-only board meetings. Meanwhile, over half of the mid-sized companies and 38% of large organizations have embraced a hybrid model—blending in-person and remote participation.

This trend is also evident among nonprofit boards, which often face unique challenges and legal considerations when conducting votes.

Given this, board meeting voting by email has undoubtedly become a go-to solution for making quick decisions without gathering everyone in the same room. In this light, boards require tools that are not only efficient but also safe. 

This article covers all the important elements of email voting, its benefits, and best practices. Additionally, you will learn how board meeting voting software, such as Ideals Board, can make this process more efficient, convenient, and cost-effective for the entire board.

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What is email voting by the board of directors?

Board of directors voting by email refers to conducting board decisions via electronic mail instead of traditional in-person or virtual meetings. This method allows participants to make decisions without the logistical challenges of coordinating schedules for formal meetings. 

Email voting is particularly valuable for boards that operate across multiple time zones or have members with demanding commitments. For instance, sensitive topics that typically occur during a closed session board meeting minutes review may require a more formal approach or majority vote.

Boards vote by email in various scenarios, including:

• Approving routine administrative matters that don’t require extensive discussion, such as motions to approve meeting minutes from previous sessions.
• Addressing time-sensitive issues that arise between scheduled meetings.
• Ratifying decisions that were informally agreed upon in previous discussions.
• Finalizing actions required to comply with regulatory deadlines.

However, it’s important to note that email voting must comply with specific governance rules, such as ensuring a quorum for board meetings is met, even in virtual settings. Additionally, different organizations—whether for-profit or nonprofit—may have varying policies. Let’s review them in the following section.

Legal considerations for the email voting process

In most cases, the legitimacy of board voting by email depends on a combination of internal governance documents and external legal frameworks. Boards must consider the following key aspects:

• Bylaws and corporate policies
  Many organizations outline voting procedures in their bylaws. Some explicitly permit email voting, while others require amendments to formalize its use. If the bylaws are silent on electronic voting, board approval may be needed to establish clear procedures.
  In the case of charitable organizations, legal advisors should review policies before conducting nonprofit board email voting.

• Jurisdictional laws
  Laws governing nonprofit and for-profit organizations vary by state or country. In some jurisdictions, corporate laws allow email voting only if specific conditions are met, such as requiring unanimous consent or prior board authorization. For example, in the U.S., Delaware General Corporation Law (DGCL), section 141(f) permits electronic board actions if they are documented and unanimous.
  In certain jurisdictions, decisions made outside of meetings may require only majority written consent, which can simplify the voting process.
  Also, compliance with jurisdictional regulations is especially important when preparing board meeting minutes for private and public companies, as these records serve as formal evidence of decisions made.
• Record-keeping and compliance
  Proper documentation of email votes is critical to ensure legal validity and transparency. Organizations should retain records that include the proposal, individual votes, timestamps, and outcomes to comply with corporate record-keeping requirements. Otherwise, compliance issues or disputes can arise, leaving the company vulnerable.
• Unanimous written consent requirements
  Some legal frameworks dictate that board actions taken outside of formal meetings must be unanimous. This means every board member must agree to the decision in writing for it to be legally binding. For example, circular resolutions help boards document decisions efficiently, serving as an official approval record.
• Electronic signatures and security
  Digital signatures may be required to authenticate votes under regulations such as the U.S. Electronic Signatures in Global and National Commerce (ESIGN) Act and similar laws in other regions. Additionally, secure email platforms or board management software must be compliant to protect confidential information and prevent unauthorized access.

The risks of email voting and how to mitigate them

Before voting, everyone should understand the risks associated with email voting protocol for board meetings.

1. Security breaches. Email systems are not the most secure way to handle sensitive board matters. They often become targets for cyberattacks, with risks such as phishing, hacking, and unauthorized access posing significant threats to sensitive board communications. 
   The Verizon 2023 Data Breach Investigations Report found that 74% of security breaches involve human-related errors, such as weak passwords or accidental sharing of sensitive information. 
2. Lack of transparency. Email voting can quickly become disorganized, making it hard to track who voted and whether all voices were heard. Emails can be lost, ignored, or even misinterpreted, which raises concerns about whether everyone has a fair say.
   It’s well-documented that many board directors face challenges in tracking and verifying digital votes.
3. Poor record-keeping and lack of structured processes. Proper documentation is essential for board accountability and compliance, but relying on email can undermine all the efforts. Sometimes email threads are stored inconsistently, making it difficult to retrieve accurate records when needed. Beyond that, the board opens itself to huge fines and penalties. 
   For example, Pacific Gas & Electric Co. was fined $24.3 million due to poor records management practices.

The good news is that there are ways to make email voting safer and more effective. Here are a few steps boards can take:

• Consider using secure board management tools that provide encryption, authentication, and clear audit trails to keep votes safe and organized.
• Establish formal guidelines that outline how email voting should be conducted, including deadlines, required formats, options for proxy voting, and record-keeping expectations. 
• Leverage digital signatures to save time, and ensure that votes are legitimate and legally recognized.
• Store all board decisions in a secure, easily accessible location to simplify record-keeping and comply with legal standards.
• Pro tip: Explore and adopt the Ideals Board software to centralize sensitive documentation, conduct secure electronic voting, optimize your operational processes, and more!

Benefits of voting by email for board of directors

Email voting has become an essential tool for modern boards, offering a range of benefits. Let’s take a closer look at how it helps boards work better:

• Greater inclusivity. Board members who travel frequently or have conflicting schedules can still actively participate.
• Improved engagement. When members can vote without the pressure of a tight schedule, they are more likely to consider their decisions more thoughtfully.
• Quick resolutions. Pressing issues, such as budget approvals or compliance requirements, can be addressed in hours instead of weeks.
• Reduced administrative workload. Organizing a formal meeting takes time and effort. On the contrary, email voting simplifies the process, making it more manageable.

Even though the executive director may participate in discussions and influence decisions, they typically do not have voting rights as they are classified as staff members.

While email voting is an excellent tool on its own, using a dedicated platform such as Ideals Board ensures a smoother, more secure process. Here’s how Ideals Board helps boards make the most of the voting procedure:

Best practices for effective email voting

A successful email board meeting voting protocol begins with well-documented policies that ensure compliance with regulatory and internal governance frameworks. 

• Adopt document management software that generates real-time voting logs and sends notifications for each stage of the decision-making process.
• Ensure all records meet compliance requirements for potential regulatory audits or legal inquiries.
• Define how long voting records should be retained and in what format (e.g., encrypted archives or cloud storage with restricted access).
• Periodically invite independent auditors or legal counsel to review email voting records for compliance and integrity.
• Educating other board members on best practices for secure email voting and cybersecurity can help prevent costly mistakes and improve overall efficiency.

Voting rights and decision-making

Each board member has the right—and responsibility—to contribute to discussions and vote on important matters. The board chair plays a crucial role in ensuring that all board members have the opportunity to participate in discussions and to cast their votes on motions.

Board members need to understand how the voting process works, including what’s needed for a majority vote. Clear policies should also be in place to handle conflicts of interest, ensuring members don’t vote on matters where they have a personal stake. 

But voting is just one part of the decision-making process. Board members need the right information, time to ask questions, and space for meaningful discussions before reaching a decision. When boards have clear processes to support thoughtful decision-making, they’re better equipped to act in the organization’s best interest.

How Ideals Board secures email voting for a board of directors

Ideals Board offers a structured, secure, and transparent way to manage board decisions, enhancing board operations’ efficiency, security, and compliance. With various tools, Ideals Board is designed to provide a seamless experience for board members and administrators alike.

1. Robust security. The platform, with multi-factor authentication and single sign-on capabilities, ensures that only authorized individuals can access sensitive board information.
2. Voting capabilities. The platform supports both unanimous and individual voting, with the flexibility to handle multiple motions in a single session. 
3. Dashboard. It provides a centralized space where all the board members can view upcoming meetings, track assigned tasks, and access key documents shared by the board secretary. Additionally, it enables users to monitor board book updates and reading progress up to date with the latest materials.
4. Agenda management. Board directors can work with pre-set agenda items and sub-items, attach relevant documents and links, and allocate time for each discussion point.
5. Advanced search capabilities help to locate critical information quickly. Board members can search through past documents, meetings, and agendas, and even revisit previous searches for quick reference.
6. Meeting management. The platform simplifies setting up meetings with pre-filled details and group-based participant selection. Users can effortlessly access upcoming, past, and bookmarked meetings, while automatic time zone detection helps the board chair coordinate global teams more efficiently.

Key takeaways 

• Electronic voting allows boards to decide quickly without the need for in-person meetings, making it an ideal solution for organizations with geographically dispersed members or time-sensitive matters. However, compliance with bylaws and legal frameworks is crucial to ensure validity.
• Regulations regarding voting by email for the board of directors in an open meeting vary by region, jurisdiction, and the organization’s bylaws. 
• Email voting can expose boards to cybersecurity threats, phishing, and unauthorized access. Implementing secure platforms with encryption, authentication, and structured processes minimizes these risks and ensures confidentiality.
• Boards should establish clear policies, use secure voting software, and maintain proper documentation to ensure that votes are conducted efficiently and align with governance standards.

With voting by email for the board of directors open to members, it’s easier to engage stakeholders and make the decision-making process more accessible.

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