Guidance on Governance and Virtual Meetings

While these are extraordinary times, there are meetings that we must conduct to keep business moving forward. Those that have legal implications, such as annual meetings and state conventions/councils, require some additional preparations to ensure their validity when conducting them in a virtual setting.  

Some questions to consider are:  

• Where can I host a meeting if not in person? 

• Can I conduct a business meeting online? 

• How can I create a valuable experience for attendees while adhering to any bylaws, policies, or other rules that are attached to my event? 

The purpose of this page is to address the particular considerations of conducting board, member, or other meetings that include bylaws-prescribed activities.  

According to Robert’s Rules of Order Newly Revised, virtual meetings (such as teleconferencing, videoconferencing, and electronic or online voting) are not allowed unless provided for in the bylaws. If possible, consider seeking legal guidance on what is permissible and how these extraordinary circumstances may allow for more flexibility and options.

The first step should be a careful review of your League’s bylaws and the specific wording around meetings. What flexibility in location, format, or timing is offered? Is this flexibility explicitly stated? Are there provisions for emergencies or extraordinary circumstances? What power is given to the President, Board, or members to alter the rules? 

If a virtual meeting is not explicitly accounted for in your bylaws, it is advised that you review the nonprofit laws of the state your League is incorporated in for further guidance. These can usually be found on your Secretary of State's website or by googling "[State]'s Nonprofit laws.

Once you have determined that a virtual meeting is allowed under your bylaws or other governing laws, it is essential to create a system that upholds all rules and laws around credentialing, voting, and presentation and debate of materials. Failure to do so could result in the meeting and all business conducted during it to be challenged as invalid. When considering technology, it is imperative to track and record quorum, voting delegate status, and votes just as you would in a physical meeting. Please make sure that the virtual meeting platform you are using allows for all of these considerations.

Consideration should be given to the agenda and format of the meeting. Being mindful of bylaws around how and when items for debate and vote need to be presented, try to consider the shortest agenda possible or find ways to break the meeting into a series of short meetings. We suggest that the normal agenda be condensed to items of business that require action and cannot be accomplished in any other way under the bylaws.  Other items of business, such as the reports of officers and committees, can be announced as posted/distributed. 

For the integrity of the business conducted, it is important that all accommodations be made for delegate’s right to make and debate motions from the floor and to be able to easily and accurately vote when required. 

Additional resources, including the ability to Ask An Expert, can be found by signing up for a free BoardSource subscription as described here. 

Please see this page for our guidance around the technology side of virtual meetings. 

If you have additional questions please contact [email protected].