Non Profits Vote By Email, Or Electronic Signature

[Weston]

I am asking this question for a Non Profit Organization with member and directors scattered throughout the world.

Can an e-mail, or an electronic signature for unanimous consent be used in lieu of a meeting with members and directors.

One member cannot open a pdf file, sign, scan and return it by e-mail.

The Non-Profit is looking for an alternative method to vote. They are hoping that an email with an electronic signature may be effective.

The non-profit was incorporated in Delaware. I am not sure as to who or where to contact for clarification.

Thank you for any and all of your assistance.

[Shelley]

I have in my profile that this free forum is only for general questions relating to IRS federal exemption issues of 501(c)(3) organizations.  Your issue is controlled by state law and states may differ somewhat with how they would treat such issues. Even though this forum is not for such state law issues, I will inform you that first you would look to state law and then your articles of incorporation and bylaws.

One site from Delaware has "In Delaware, the applicable provisions of the General Corporation Law apply to nonprofit corporations as well as business corporations. See 8 Del. C. §§ 101, 102."http://goo.gl/18STE

Therefore, you would look to Delaware Corporation Law.  A copy of the 2010 law is available at:http://law.justia.com/delaware/codes/2010/title8/c001.html

Specifically note:http://law.justia.com/delaware/codes/2010/title8/c001-sc07.html

as to Meetings and voting and there we see, down that page that §215 deals with "Voting rights of members of nonstock corporations; quorum; proxies."http://pages.citebite.com/w3p8k2m4lbcd

and that has "(e) If authorized by the governing body, any requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the member or proxy holder. "http://pages.citebite.com/f3v8f2d5sqkc Harvey Mechanic, Attorney at Law - [email protected]