PERMISSIBILITY OF ELECTRONIC VOTING IN THE UNITED STATES State Member Conference Call Vote Member Electronic Vote/ Email Board of Directors Conference Call Vote Board of Directors Electronic Vote/ Email Alabama Alaska Arizona Members may approve any action by a majority of all members. Such written consent may be signed and delivered action can be taken by consent by all Directors. Arkansas California nprofit Public Benefit California nprofit Mutual Benefit Corporations, but only if all Directors are able to simultaneously communicate with one another., but only if all Directors are able to simultaneously communicate with one another. Colorado action may be taken without a the written consent of all members, which consent may be submitted Voting may also be done by written ballot and such ballots may be submitted ally only need a majority of votes when the total number of votes constitutes a quorum. Proxies may also be used submitted. actions may be taken upon the all directors, which consent may be submitted
Connecticut action may be taken without a written consent of all members, which may be signed Action may also be taken by mail ballot, which may be signed Proxies may also be used submitted Delaware Election of directors may be by written ballot with such ballots submitted All other matters may be determined by ballot. action may all directors, which may be signed action may written consent by all directors, which consent may be submitted District of Columbia Florida If directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail. In Florida, the definition of mail includes fax. Georgia authorized without a meeting if the action is approved by members holding at least a majority of the voting power. be submitted taken without a meeting by a vote by ballot, and such ballot may be submitted Proxies may be submitted Hawaii Proxies may be submitted taken without consent by all directors. Such consent may be submitted 2
Idaho Illinois - members may participate and vote in a meeting by interactive technology, including transmission. Indiana Iowa Kansas Kentucky Louisiana Maine taken without a written consent signed by all members. Under the Maine statute, signed includes signatures. Therefore, written consent submitted ally will likely constitute an action of the members. Maryland Members may vote by be returned via fax or Action may also be taken without a written consent. Such consents may be delivered via fax or written consent signed by all directors. Under the Maine statute, signed includes signatures. Therefore, written consent submitted ally will likely constitute an action of the directors. Such consents may be delivered via fax or 3
Massachusetts Michigan Minnesota Directors may participate in meetings by communication in that sense action may be taken Alternatively, action may be taken by the the number of directors that would be required to take that action at a meeting. be. Mississippi taken without a meeting if the action is approved by the at least 80% of the members. Under the Mississippi statute, signed includes signatures and delivery includes transmission. Therefore, such written consent submitted ally will likely constitute an action of the members. Approval of an action without a meeting may also be obtained by written ballot the votes cast must equal a quorum and the votes in approval must be equal to the number of votes that would be required to approve the matter at a meeting. These ballots may be submitted meeting if the action is approved by the Under the Mississippi statute, signed includes signatures and delivery includes transmission. Therefore, written consent submitted ally will likely constitute an action of the directors. 4
Proxies may also be signed and delivered Missouri Montana, if fewer than 50 members. Nebraska Nevada Members may vote by be submitted New Hampshire 1 New Jersey Members may vote by be submitted by telegram or cable or its equivalent. This probably includes transmission or fax. New Mexico New York Members may vote by be submitted via fax and other forms of transmission. rth Carolina Members may vote by be submitted via fax and other forms of transmission. rth Dakota taken upon the 1 The New Hampshire nprofit statutes do not provide significant guidance, nor do they reference a separate New Hampshire business code. These answers are based on Title XXVII, Chapter 293-A the New Hampshire Business Corporation Act. 5
be submitted and signed Ohio, but only if all directors are able to simultaneously communicate with one another. Oklahoma Such consent may be transmitted Oregon, but only if all directors are able to simultaneously communicate with one another. Pennsylvania Maybe 5758 states that the manner of voting on any matter, including changes in the articles or bylaws, may be by ballot, mail or any reasonable means provided in a bylaw adopted by the members. This likely includes transmission. Rhode Island South Carolina members may vote by ballot provided the number of votes cast constitutes a quorum. South Dakota Tennessee 6
Texas Utah action may be taken upon members having not less than the minimum voting power required to authorize or take action at a meeting. Such consents may be submitted However, directors may not be elected by written consent unless it is consent by all members entitled to vote for directors. Proxy voting is permitted and proxies may be submitted meeting if all directors submit a writing either voting for or against the action. Such writing may be submitted Vermont - action may be taken without a the a majority of members entitled to vote. Such consent may be submitted Proxy voting is permitted submitted Virginia if provided in the articles of incorporation of the corporation, action may meeting upon the the number of members whose votes would be necessary to authorize or take the corporate action at a meeting. Such consent may be submitted Proxy voting is permitted submitted action may be submitted action may be submitted Washington 7
West Virginia the articles of incorporation or bylaws may provide for the election of directors and officers to be conducted by mail or means. All other actions may be taken upon the written consent of all members and such consent may be submitted Proxy voting is permitted submitted Wisconsin action required to be approved by members may be approved without a meeting if the action is approved by members holding at least 80% of the voting power, or a different percentage, not less than 50%, specified in the articles of incorporation or bylaws. Action must be evidenced by written consents and such consents may be signed and submitted Voting may also be done by written ballot delivered to all members. Written ballot includes a ballot transmitted or received by means. Wyoming taken without a meeting if notice of the proposed action is given to all voting members and the action is approved by the at least 90% of the members entitled to vote on the action. Such consents may be submitted by fax. - action may the be signed and submitted action may the written consent by If the articles or bylaws provide, an action may be taken by written action signed by two-thirds of the directors in office. Action must be evidenced by written consents and such consents may be signed and submitted 8