Is a vote taken by email binding on a board or council?

Short answer

Usually, no. Under Robert's Rules, a board or council can only make decisions at a properly called meeting with a quorum present. An email vote is not binding unless your bylaws (or the law that governs your group) clearly allow it (RONR §45, §49). If the board acted by email anyway, it can fix that by voting to ratify, meaning approve after the fact, at its next real meeting.

What to do

1. Check your bylaws first. Look for any rule that allows voting by email, mail, or "written consent." If there is none, Robert's Rules says email votes don't count (RONR §45).
2. Treat the email vote as advice, not a decision. Members may have shared their views. But the board has not yet acted as a body (RONR §49).
3. Put the item on the next meeting's agenda. A meeting can be in person, or electronic if your bylaws allow it. Under Robert's Rules, an electronic meeting means members can all hear each other at the same time, such as a phone or video call. A chain of emails is not a meeting (RONR §9).
4. Make sure a quorum is present. A quorum is the minimum number of members needed to do business (RONR §40).
5. Vote to ratify, or simply vote fresh. If someone already acted based on the email vote, a member can move to ratify that action. If nothing has happened yet, just take up the question as a regular motion (RONR §10).
6. Record it in the minutes. The minutes should show the motion and the result, not the email chatter (RONR §48).

What the chair says

"Members may recall the email poll about the roof repair. Because our bylaws don't allow email voting, that poll was not an official action of the board. The chair will entertain a motion to ratify the decision."

After a motion and a second:

"It is moved and seconded to ratify the contract for the roof repair. Is there any discussion?"

After debate:

"Those in favor of ratifying, say aye. Those opposed, say no. The ayes have it, and the action is ratified."

The motion

The motion to ratify is a type of main motion, which is a motion that brings business before the group (RONR §10).

• Needs a second? Yes.
• Debatable? Yes. Members can discuss the whole action.
• Amendable? Yes, for example, to ratify only part of what was done (RONR §12).
• Vote needed? A majority, unless the action itself would have needed more (RONR §44).
• Can it interrupt a speaker? No.

One limit: the board can only ratify something it could have approved in advance. It can't use ratification to approve something against its bylaws or the law.

Common mistakes

• Thinking a unanimous email makes it OK. Even if every member replies "yes," Robert's Rules still doesn't treat it as a board action without bylaw permission. Members lose the chance to hear each other and debate.
• Confusing a video meeting with an email vote. A live video meeting can be a real meeting if your bylaws allow electronic meetings (RONR §9). Email back-and-forth is not.
• Never ratifying. Groups often act on an email poll and then forget it. Ratify at the next meeting so the record is clean.

When your own rules say otherwise

Your bylaws, charter, or state law can change this answer, and they outrank Robert's Rules (RONR §2). Many state nonprofit and corporate laws allow a board to act without a meeting by unanimous written consent, sometimes including email, if certain steps are followed. Look in your bylaws for words like "action without a meeting," "written consent," "electronic voting," or "electronic meetings." For public bodies such as city councils and school boards, state open-meetings laws often forbid deciding, or even discussing, public business by email, because the public has a right to watch. If the stakes are high, consider checking with your group's attorney.