Electronic Voting for Boards and Committees: From Email to a Documented Decision

The procurement committee has an annual maintenance contract to approve before month end, and it has five members. The committee coordinator emails the contract on Sunday morning. Two members reply "approved" the same day. The third replies to an old thread that carries an earlier version of the contract. The fourth is travelling and sends his approval in a chat app. The fifth never replies. On Thursday the CFO asks whether the contract was approved, and nobody has a definite answer.

This happens in boards, executive committees, and procurement and investment committees alike. This article covers why these bodies move their approvals off email to electronic voting, and how Approv records a decision from the moment it is raised to the announcement of the result. What the Companies Law requires for board meetings, their quorum, and proxies is covered in a separate article: Board Quorum and Proxies: What the Companies Law Requires.

Four questions email cannot answer

Email is a messaging tool, not a record of decisions. So every approval leaves behind questions that nobody can answer with evidence.

The first is about the version. Which version of the document did each member approve? One clause changed halfway through the thread is enough to turn an earlier approval into approval of a text that no longer exists.

The second is about identity. Did the member write the reply, or did an assistant write it from the same mailbox? The message cannot tell the two apart.

The third is about the rule. Are three approvals out of five enough, or does this type of decision need unanimity? Does an approval sent in a chat app count? Each committee answers in its own way, usually from its coordinator's memory.

The fourth is about time. When did the vote end? On email, a vote ends only when someone decides it has.

When an internal or external auditor asks for proof of a decision taken a year ago, these questions turn into a search through the mailboxes of people, some of whom may have left the organization.

Decisions taken between meetings

Most committee decisions do not wait for the next meeting. Approving a payment above management's authority, amending an internal policy, signing off a contract, approving the minutes of a meeting held a few days ago: these are usually decided by circulation. Circulation means putting the request to the members so each one votes from wherever they are, without a meeting.

Approv covers these cases with four request types: financial, administrative, document, and meeting minutes. In each type the request goes to the members of the relevant committee, and each member votes to approve or reject.

A personal link and a verification code for each member

Many board members sit outside the organization and do not want another account and another password. So each member in Approv receives a personal link and votes through it without an account.

Before the vote is recorded, the system sends a 4-digit verification code to the member's mobile by SMS or to their email. The vote is accepted only after the code is entered, and the verification method and time are stored with the vote. The answer to the identity question becomes part of the decision record itself.

Two things should be kept apart here. The verification code proves that the holder of the registered mobile or email cast the vote, but it is not an electronic signature. An organization whose bylaws require a signature on the resolution needs a separate procedure for that.

A decision rule for each committee

Each committee in Approv has a decision rule, set when the committee is configured and applied to every request it receives. There are four rules:

• Unanimous: the request is approved only if every member approves.
• Majority with tie: approval by half the members (50%) is enough.
• Majority without tie: approval by more than half (51%) is required.
• Custom percentage: set by the committee, such as two thirds for investment decisions.

The difference between the two middle rules shows in committees with an even number of members. In a four-member committee, two approvals are enough under majority with tie, while three are needed under majority without tie. That is why each committee should take its rule from its written bylaws, not from habit.

Alongside the rule, you can name mandatory members: members without whose approval the request cannot pass. In a finance committee, for example, the CFO may be a mandatory member. If he does not approve, the request is rejected even when the majority approves.

When the vote closes

On email a request stays open until someone decides to close it. In Approv a request closes in one of two cases. The first is when the decision rule is met: the request closes at once without waiting for the remaining votes. The second is when the maximum period, set in days, runs out: the request closes automatically, approved if the rule was met and rejected if it was not.

During that period the system sends automatic reminders by email and SMS to members who have not voted yet, and reminds the requester of their open requests. When the request closes, every voter receives a notice of the final decision, so no member is left thinking the request is still under review.

Had the procurement committee from the opening used this method with a majority-without-tie rule, the contract request would have closed the moment the third approval arrived, possibly on the first day. Had members been slow, it would have closed at the end of the period with a clear result instead of an open question on Thursday.

The record that stays after the decision

The value of electronic voting does not end when the request closes. Approv keeps an audit log of every action on the request, a log of the request itself, and a version history showing what changed and when. When an auditor asks a year later who approved the contract, when they approved it, and how their identity was verified, the answer is in one place.

The request record can be printed or saved as a PDF, to attach to the contract file or present at the next meeting. The system does not write meeting minutes, but it gives whoever writes them events recorded as they happened instead of memory. Once the minutes are written, they can in turn be put to the members for approval as a meeting-minutes request.

What the organization decides before the first request

The system enforces the organization's rules; it does not set them. So the move starts with each committee's bylaws, not with the system's screens. Before the first request goes in, settle these points:

• List the committees that approve decisions outside meetings, and the members of each.
• Choose each committee's decision rule as its bylaws state, and name mandatory members if there are any.
• Set a suitable maximum voting period, such as three days for an urgent financial request and a week for approving an internal policy.
• Check members' mobile numbers and email addresses, since verification codes and reminders go to them.

Some bylaws require a meeting attendance quorum or allow proxies between members. Neither is available in Approv today, and both can be added when a client needs them. What the Companies Law says about each is covered in the quorum and proxies article.

To learn more about Approv, or to walk through your committees' rules and how they would apply in it, get in touch through the contact page.