During the COVID-19 pandemic, all church entities — local conferences, schools and churches — must continue to hold board meetings to make essential decisions. These virtual meetings take place by teleconference or on various online platforms like Zoom or Microsoft Teams.
For nonprofit organizations, virtual board meetings must comply with certain legal requirements. First, check your organization’s governing documents (constitution or bylaws) to find if they provide for holding virtual board meetings. In this age of tech, many organizations have updated their governing documents to allow for remote decision-making. If yours has not, consider amending your organization’s bylaws to include such a provision. If the governing documents are silent, check if your state nonprofit corporation statutes provide for virtual board meetings.
And remember to always, always, ALWAYS make sure you meet quorum before conducting official business.
If neither your bylaws nor state nonprofit corporation statutes provide for virtual meetings, then the general rule is you can only conduct business when members are physically present together. (See Robert’s Rules of Order Newly Revised, 11th ed., p. 95–97.) Also explore whether your governing documents give the organization’s board or executive officers the ability to make decisions in emergency circumstances or between regular in-person board meetings.
Keep regular meeting minutes just as you would at an in-person meeting. But most importantly, whenever a decision is made outside of a regular in-personal board meeting, ratify those decisions at the next in-person meeting as a safeguard in case there are compliance issues with the virtual meeting.
Lastly, when conducting virtual meetings, it is best to establish a set of rules that prescribes how the chair will recognize members and the methods of voting. Avoid putting members in a situation where one member must yell over another to be heard and recognized. I have been on too many Zoom meetings that were like the Tower of Babel. Have rules that make good use of the online platform and instruct members to wait to be recognized by signaling to their camera or selecting the “raise my hand” button. The chair should let members know how they will choose who to recognize and how they can raise issues of parliamentary procedure (e.g., points of order).
As we enter an new era of meetings and board governance, it is important to ensure your organization’s virtual meetings are legally compliant and flow smoothly.
