Virtual Board Meetings for Nonprofits

Learn the laws and logistics your nonprofit should consider before transitioning to virtual board meetings.

By , Attorney

A growing number of nonprofits are transitioning from in-person to virtual board of director meetings, where the directors connect over phone or videoconference. For a period of time after the COVID-19 outbreak, virtual meetings were the only way for directors to safely meet. Many organizations continue to hold remote meetings due to ongoing health and safety concerns, and also for convenience.

Before your organization transitions to phone or videoconference meetings, check the laws of your state, the organization's formation documents, and your bylaws. State laws and your governing documents might require in-person attendance for some or all types of meetings, and provide guidelines for virtual meetings.

Benefits of Virtual Meetings

Many nonprofit boards held their first virtual meetings to comply with COVID-19 government restrictions on gatherings. Some boards discovered that virtual meetings actually benefited the organization. Some of the reasons why your board might consider virtual meetings include:

  • Increased attendance and diversity. People who cannot attend in-person meetings due to scheduling, distance, or mobility issues might be more likely to join the board and regularly attend meetings when they can participate by phone or videoconference. Review the section below on director residency requirements before adding individuals from other states or counties to your board.
  • Flexibility in scheduling. When the directors don't have to travel to the meeting, the board has the flexibility to schedule meetings during lunch hours or other times when directors can phone in but can't leave their work or home.
  • Meetings on snow days. When issues like the weather make it impossible to travel, the directors can still meet remotely.
  • Save on space rentals. If your organization rents conference rooms for meetings, you can save money by holding remote meetings.

Challenges of Virtual Meetings

Virtual board meetings have drawbacks and are not the best fit for every organization. Some of the challenges you should consider include:

  • Equipment and software. Your nonprofit might have to buy equipment or software for your board members, which they might need to participate in virtual meetings. If the member has a technical issue, it could be challenging to deliver support from afar (you probably don't have an "I.T" helper on staff).
  • Burden on directors. Some find virtual meetings to be more of a burden than traveling to in-person meetings, especially for those that are not comfortable with technology or do not have a fast internet connection.
  • Security concerns. Sending sensitive information (such as bank information) over the internet can be risky. Your organization might have to research and pay for a secure file-sharing service.
  • Communication challenges. Some people find it more difficult to communicate over the phone or videoconference than in person.
  • Reliance on internet availability. Phone and internet connection problems can disrupt meetings.
  • Missing out on socializing. Some people join boards to socialize and network; they might find it harder to form relationships over virtual meetings.

Check the Laws of Your State

The laws of your state might provide guidelines on virtual meetings, prohibit all virtual meetings, or mandate that certain types of meetings must be in person. Some of the common guidelines include:

  • all participants must be able to hear each other
  • all participants must have the ability to communicate at the same time
  • written consent from all directors
  • written consent from all members (for membership nonprofits), and
  • annual meetings must be in person.

Review Bylaws and Formation Documents

Review your organization's formation documents (such as articles of incorporation) and bylaws to determine whether either prohibits virtual meetings, and update them as necessary. Your board should decide which types of meetings (regular board meetings, member meetings, or annual meetings) can be virtual. You might also add or update a provision that allows directors to vote on decisions by email, which is a helpful option for directors who are unable to connect or lose their connection during a virtual meeting.

Tips for Successful Virtual Meetings

Plan ahead to ensure your first virtual meeting is a success. Take time to research your hardware and software options, and ask every attendee to test their equipment before the meeting. Also, consider a flexible format to encourage participation by more directors. When possible, give directors the choice between attending by phone or videoconference. You might hold a hybrid virtual/in-person meeting, where directors have the choice of coming to a location or participating remotely.

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