March 28, 2010

Question Presented: Whether, without violating Nevada law, the board members of the Secular Coalition for America can use electronic mail to cast votes normally cast during formal meetings.

Short Answer: Yes.

Long Answer: The Secular Coalition for America is incorporated in the state of Nevada as a Non-profit

Corporation. It therefore falls under the jurisdiction of Nevada revised statutes Chapter 82 (titled

“Nonprofit Corporations.”) Unlike statutes in other states such as Washington DC and Delaware,

Nevada’s statute is relatively silent on permissible methods of voting (see, e.g., relevant statutes of

DC and Delaware: “Unless the articles of incorporation or bylaws provide otherwise, voting on all

matters may be conducted by mail, telephone call, telegram, cablegram, electronic mail, or any other

means of electronic or telephonic transmission; provided, … it can be determined, that the method of

voting chosen was authorized by the member.” DC ST § 29-301.16 (a-1); “If authorized by the

governing body, any requirement of a written ballot shall be satisfied by a ballot submitted by

electronic transmission, provided … it can be determined that the electronic transmission was

authorized by the member or proxy holder.” 8 Del. C. 1953, § 215 (e). (Emphasis supplied)). The

ability to vote by email is not automatic in the state of Nevada and must therefore be supplied in the

bylaws of the individual corporation in order to be valid.

In Nevada, if a corporation wishes to allow electronic voting as a valid method of voting, it needs to write

them into the bylaws of a newly forming corporation or amend old bylaws in an already existing

corporation. Once it does the method is valid.

A corporation is given powers when it incorporates, including “make[ing] bylaws not inconsistent with…

[the laws]… of this State, for the management, regulation and government of its affairs.” NV ST §

82.121 (f). This would probably include methods of voting.

The information contained herein is for informational purposes only and is not legal advice. Additionally, without a bylaw to the contrary, electronic voting can take place outside of the confines of a formal meeting, “any action which may be taken by the vote of members at a meeting may be taken without a meeting if authorized by the written consent of members holding at least a majority of the voting power.” NV ST § 82.276.

If Secular Coalition for America wishes to allow electronic voting as a valid method, it must amend its bylaws to indicate this. A simple suggested model sentence is: A vote of the board may be taken by secure electronic ballot, the result being promptly reported to all members of the board.

Relevant statutes:

NRS 82.271 Meetings of board of directors or delegates: Quorum; consent to action taken without meeting; participation by telephone or similar method.

1. Unless the articles or the bylaws provide for a different proportion, a majority of the board of directors or delegates of the corporation, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business at their respective meetings, and the act of a majority of the directors or delegates present at a meeting at which a quorum is present is the act of the board of directors or delegates. 2. Unless otherwise restricted by the articles or bylaws, any action required or permitted to be taken at any meeting of the board of directors or the delegates or of any committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by a majority of the board of directors or the delegates or of such committee. If the vote of a different proportion of the directors or delegates is required for an action, then the different proportion of written consents is required. 3. Unless otherwise restricted by the articles or bylaws, members of the board of directors, the delegates or any committee designated by the board or the delegates may participate in a meeting by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participating in a meeting pursuant to this subsection constitutes presence in person at the meeting.

NRS 82.276 Consent of members in lieu of meeting. 1. Unless otherwise provided in the articles or bylaws, any action which may be taken by the vote of members at a meeting may be taken without a meeting if authorized by the written consent of members holding at least a majority of the voting power, except that:

The information contained herein is for informational purposes only and is not legal advice. (a) If any greater proportion of voting power is required for such an action at a meeting, then the greater proportion of written consents is required; and (b) This general provision for action by written consent does not supersede any specific provision for action by written consent contained in this chapter. 2. In no instance where action is authorized by written consent need a meeting of members be called or notice given. 3. Unless otherwise restricted by the articles or bylaws, members may participate in a meeting by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participating in a meeting pursuant to this subsection constitutes presence in person at the meeting.

The information contained herein is for informational purposes only and is not legal advice.