This is a matter of state law. I believe that several states were considering legislation to specifically legalize meeting by e-mail chat room, but I do not know whether any such legislation has been passed.  Pennsylvania recently expanded electronic opportunities, but mostly in the area of member action, not action by directors.

 

Most nonprofit corporation laws provide that directors can participate in meetings by conference telephone or other mechanism where all participants can hear each other at the same time. It is certainly arguable that a chat room open to all directors for a period of time meets those characteristics. If there were unanimous agreement of the Board to operate in that way (and no members to object), it would probably work as a practical matter for most actions, even if an attorney would not give a formal legal opinion that it was effective. It is always possible to ratify prior actions at a subsequent meeting, although there is always a risk that someone will change position and prevent ratification. Unless your state law clearly permits it, to operate this way as a matter of course or in the face of controversy would be risky.

 

If all of the Board members agree on an action by email, it will probably meet the provisions of nonprofit corporation laws that permit a Board to act by unanimous written consent without a meeting.