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Nonprofit Law/Nonprofit organization elections


I was told that nonprofit organizations were not allowed to conduct elections (for officers or bylaw/constitution amendments) electronically.  Is that true? If it is true, what is the reasoning?  Is that a federal mandate or does it vary by state? Secure voting technology exists to enable more voters to share in the election decisions, why can't nonprofit organizations use it?

Your issues are controlled by state law and states may differ somewhat with how they would treat such issues. As you wrote from the State of New York, I will inform you that the answer depends upon whether the nonprofit organization is a New York Not-for-Profit Corporation.  If it is not, then the organization may have whatever fair voting system it wants, as in its articles of incorporation and bylaws.  If the organization is a New York Not-for-Profit Corporation, then it is controlled by the New York Not-for-Profit Corporation Law which is available at []

Specifically, as to Board of Directors meetings, see 708 which provides, in part, "any action required or permitted to be taken by the board or any committee thereof may be taken without a meeting if  all  members of  the  board  or the committee consent in writing to the adoption of a resolution authorizing the action.... Unless otherwise restricted by the certificate of incorporation or the  by-laws,  any  one  or  more  members of the board or any committee  thereof may participate in a meeting of such board or committee by means of a conference telephone or similar communications  equipment  allowing all  persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting." Therefore, unless unanimous nothing can pass via electronic means, unless all can hear each other.  The reasoning is that there should be active debate.

For example, a nonprofit organization of Veterans groups writes:
---Start of Excerpt--
Attendance at board meetings is a commitment board members make
when they accept an appointment to the board. Although proxy
voting may be common in the corporate world, in large
organizations or on for-profit boards, proxy votes are not
appropriate for nonprofit boards. A proxy is a legal document
signed and dated by a board member that gives his or her right to
vote to another board member.

NAVREF strongly discourages use of proxy voting. Even a limited
proxy where the vote is given for a particular board meeting or a
specific issue and directs the proxy holder to vote for or
against the motion, is an abrogation of the board member's duty
to be informed on matters before the board and to vote
accordingly. Without attending the meeting or participating in
the discussion leading up to the vote, the board member who gives
a proxy votes without adequate information. Also, responsibility
for actions of the board cannot be assigned to the person holding
the proxy. A board member who uses a proxy may be held
responsible for an action he or she may in fact not support.
---End of Excerpt--

See also "Opinion Use of Proxy vote for Nonprofit Organizations
in Pennsylvania by the Pennsylvania Association of Nonprofit

As for meetings of voting members, the rules in New York are even more restrictive, as you can read in 614

Harvey Mechanic, Attorney at Law -
Member of New York Bar

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship.  

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Harvey Mechanic


I am an attorney and I volunteer time to answer general questions about U.S. Federal income tax issues of nonprofit 501(c)(3) public charities only. Those questions could be about establishing and maintaining legal requirements for such non-profit organizations in the United States, including Internal Revenue service filings and requirements. I will not be working on this free forum to answer questions about Nonprofit's possible unrelated or for-profit businesses or how to fill out forms. This forum is only for general questions about federal tax law, not as the law applies to your specific situation. If you do not make your question public then I will not be spending much of my donated time on answers that would not benefit the public. If you have other questions, please contact me at I will reply from my email. In any case, do not reveal confidential information to me until after I have contracted with you to provide personal legal services. My responses on this forum are intended to be general statements of law, should not be relied upon as legal advice, and do not create an attorney/client relationship. For me to consider your individual situation and how the law applies, I would need to gather extensive information about the situation. To search my previous answers you can do a Google search by "" without the quotes and then add your search terms before hitting enter.


I have been practicing law and especially the law of nonprofit organizations since 1990 when I was admitted to the New York Bar and I have maintained my status with the Bar since that time.


B.S. Columbia University in New York City, 1970

J.D. (Law Degree) Brooklyn Law School, 1990 -- Cum Laude.

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