One of the obvious problems about electronic voting or votes by email in a nonprofit organization is the easy access to accounts by family members or other people.
How is the organization to know if the board member voted or her husband did? We like to think email is at least partly private. But way too many times I find myself sending what I imagine is just a personal note to a friend and find out later that her husband, with whom she shares the address, read it first.
Another problem seems to be that state laws don’t specifically authorize the practice. So while it may not exactly be illegal, it also might be later found to be so. In addition, the paperwork that is prudent to record these kinds of votes is much more complicated than would be necessary for a voice vote at a regular, or even special, meeting.
I tried a rather cursory look thru the National Association of State Charity Officials (NASCO) and really couldn’t find any states that even made it easy to figure out if they allowed it or not. You may have to call someone in your Secretary of State or Attorney General’s office to get a definitive answer to this.
Then comes the issues about discussion on a motion put to the vote. Some questions are pretty obviously fine for an email vote: moving a meeting place or date, for example. Yes or no is easy. But if the issue is more complicated, what do you do with a “Yes, but… “ kind of reply. Is that a yes or a no?
If the electronic voting is in place to easily agree or disagree to simple questions, fine. But it could be pretty easy to use it to avoid discussion.
And, who gets to approve the call to vote action in the first place? I’d like to think that the executive committee or some other responsible group has already considered the question and made a reasonable recommendation for the rest of the board to consider.
Telephone meetings are so easy to set up (well, aside from scheduling a time for a big group of people). But you can call into a conference call line pretty easily from just about anywhere in the world. And if the meeting is just to vote, it doesn’t even have to be very long.
By the way, conference calls do not need to be set up by somebody on their phone which is capable of conferencing each time. Get a free account with one of several conference call companies. Keep your login and pin numbers handy and use it when you need it. I’ve used both freeconferencecall.com and qualityconferencecall.com with great success.
If you must vote by email be sure to think out and write down your policy on the practice. First of all, it could be pretty confusing so you want to write it all out. And second, you don’t want to have to figure this out more than once. Answer at least these questions:
- What kind of written and usual documentation do you want to have to prove that the vote is valid? Something signed and stored in your board book is prudent. Keep a copy of the consents with the minutes of the meeting.
- Send your votes to more than one person, secretary and chairman, for example. It’s a good CYA sort of activity.
- Determine who reviews a motion first before it’s even put to the full board for approval. It should definitely be more than one person!
Check out this other article I’ve written about electronic voting.
And read this really useful, and more comprehensive article over at BlueAvocado.com by Gene Takagi a California nonprofit attorney who also publishes the Nonprofit Law Blog.