Can We Have a Virtual Meeting of Board or Members?

In today’s digital age, many nonprofits are looking for ways to streamline their operations and enhance communication by holding virtual meetings for their boards and members. But, as with all nonprofit activities, there are legal and governance considerations that come into play when deciding to host virtual meetings. In this article, we’ll answer the question of whether your nonprofit can hold virtual meetings for its board or members and provide guidelines on how to do so compliantly.

Yes, nonprofits can hold virtual meetings for their board of directors. The rise of digital tools such as Zoom, Microsoft Teams, and other video conferencing platforms makes it easier to connect board members remotely. However, whether or not your nonprofit can hold virtual meetings for the board depends on several factors.

Check your nonprofit’s bylaws and governance policies to see if they allow for virtual meetings. Many nonprofits have traditionally held in-person board meetings, and the bylaws may include language requiring physical attendance. However, these bylaws can typically be amended to allow virtual participation, so long as all board members agree to the changes.

In addition to your bylaws, state laws play an important role in determining the legality of virtual board meetings. Some states have laws that specifically address virtual meetings for nonprofits, while others may require specific procedures or safeguards. In general, most states allow virtual meetings as long as the organization ensures that all participants can communicate with each other in real-time.

One key issue to address when holding virtual board meetings is ensuring that you have a quorum—the minimum number of board members needed to conduct official business. Most states and nonprofit bylaws allow virtual attendance to count toward quorum, but this should be explicitly stated in the meeting minutes.

For voting purposes, it’s essential to ensure that board members participating virtually can vote in real-time and that voting is done in a way that is legally binding. If your bylaws don’t address virtual voting, you may need to add provisions for electronic voting to ensure compliance.

Nonprofits can also hold virtual meetings for members, although there are different considerations compared to board meetings. Many nonprofits host annual meetings for their members, and these meetings often require a physical gathering. However, in light of circumstances such as public health concerns or geographic limitations, virtual meetings can be a suitable and effective alternative.

Like with board meetings, it’s important to first check your nonprofit’s bylaws to see if they include any specific requirements for in-person meetings. If your bylaws require physical attendance, you may need to amend them to allow for virtual meetings or hybrid formats (a mix of virtual and in-person attendance).

State law may also regulate member meetings, and some states may require specific notification procedures or provide additional guidance on holding virtual meetings. Be sure to research the laws in your state to make sure you’re in compliance.

For virtual meetings, consider how you will ensure that all members can participate fully. This might include using platforms that allow members to ask questions, vote, or engage with speakers in real-time. You will also need to make sure that members have the necessary technology to attend the meeting (such as internet access and a computer or phone) and that everyone has received proper notice of the meeting.

Just like with board meetings, voting during virtual meetings for members must be addressed. You should ensure that the platform used for the meeting allows for real-time voting, whether by digital ballots, a show of hands, or other methods. If your nonprofit’s bylaws require a physical vote (such as a written ballot), make sure to amend them if necessary to allow for electronic voting.

Additionally, your bylaws may allow for proxy voting, where a member designates someone else to vote on their behalf if they cannot attend the meeting. It’s important to ensure that proxy voting is allowed and clearly outlined if you’re holding a virtual meeting.

To ensure that your virtual board or member meetings are successful and legally compliant, follow these best practices:

In short, yes, nonprofit organizations can hold virtual meetings for both their board and members. With proper planning, communication, and adherence to your bylaws and state laws, virtual meetings can be an efficient and legal alternative to in-person gatherings.

Before scheduling your next virtual board or member meeting, make sure to review your nonprofit’s bylaws, consult your state’s nonprofit regulations, and ensure that all participants can fully engage in the meeting. By doing so, you can maintain governance standards and continue to operate smoothly, even in a virtual setting.

At InstantNonprofit, we provide all customers with templates and tools to guide you through the process of holding compliant virtual meetings and ensuring that your nonprofit meets all necessary legal and operational requirements.