Q: Can the Board of Directors of a California nonprofit 501(c)(4) vote via email in the case of a emergency?
In a flood, earthquake or other disaster, following the process required in our Bylaws, it may not be possible to get immediate approval from the Board of Directors for necessary remedial expenditures. In that case, would it be possible to include a disaster clause in our bylaws approving funds via email for immediate action?
A:
In California, nonprofit corporations, including 501(c)(4) organizations, are governed by both state law and their own bylaws. State law does allow for boards to conduct business via electronic means, including email, as long as all members consent to this method of communication for decision-making. This flexibility is particularly useful in emergency situations where traditional meetings are not feasible.
To address your specific concern, it is indeed possible to amend your organization's bylaws to include a clause that allows for decision-making via email in emergency situations. Such a clause would need to clearly define what constitutes an emergency, the scope of decisions that can be made under this provision, and any requirements for documenting these decisions to ensure they are in compliance with both state law and federal regulations governing 501(c)(4) organizations.
Before making any changes, it's advisable to consult with legal counsel to ensure that the proposed bylaw amendments are compliant with California law and the IRS regulations applicable to 501(c)(4) organizations. This step is crucial to ensure that your organization remains in good standing and continues to operate within the legal framework established for nonprofit entities.
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