Many nonprofit organizations have board meetings on the horizon. With the coronavirus outbreak, you might be wondering how to hold these board meetings. Luckily, Illinois allows for electronic board meetings if your bylaws do not expressly forbid them. If the bylaws specifically forbid electronic board meetings, you should amend them so you can do electronic meetings.. If there is no mention of electronic board meetings in the bylaws, you may still want to amend their bylaws to specifically allow for them.
Once an you confirm that your bylaws do not specifically prohibit electronic meetings, you should follow certain recommendations when conducting the meeting. These recommendations are as follows:
Form of Virtual Meeting. Illinois law specifically states that a meeting that is electronic must be by means where all persons participating in the meeting can communicate with each other. This means that everyone, at the minimum, must be able to speak and be heard by one another. We would also recommend using a system that allows for video as well so everyone can see one another. There are many videoconferencing tools available, such as Zoom, GoToMeeting and Microsoft Teams.
Notice. The usual notice provisions apply to an electronic meeting. Hopefully, your bylaws provide for e-mail, as well as the usual means such as regular mail or fax.
Quorum. You must still have a quorum in order to conduct business. A quorum is defined as a majority of directors in office, unless your bylaws or articles of incorporation define it differently.
Voting. The Board can vote on any matter that could be decided at a regular meeting. You should distribute the agenda, including a list of action items, in advance. Ask Board members to send an e-mail indicating their vote on any action item and save the e-mails. You can have a memorandum signed after the meeting. If you are going to send a memorandum for signature,
While you may not have experience with electronic board meeting, if planned thoroughly, they can be a useful tool. If you have questions regarding whether your bylaws allow for electronic meetings or you would like to discuss how to effectively run an electronic board meeting, please contact us.
