If your bylaws don’t currently allow for or mention virtual board meetings, now is the time to amend them. If that is impossible right now, you may need to vote to “suspend your bylaws clause on meetings” and record it in your minutes.
Amending your Bylaws to allow for virtual meetings
Review your bylaws to see what is required to make an amendment. If your board decides to make an amendment, to add virtual meetings, your first order of business is to vote to amend the bylaws to include virtual meetings.
Normally, we would suggest that you pass that amendment in an in-person meeting before meeting virtually, but current realities have made this impossible for many.
If your state nonprofit law allows for your organization to vote electronically (in most cases this requires unanimous consent) then you can vote on this amendment to meet virtually.
If the amendment passes, be sure to update your bylaws and record the vote in your board meeting minutes.
Suspending Your Bylaws During Covid-19
In her blogpost, Engaging Your Board as You Navigate COVID-19 , Gigi Woodruff noted: “Bylaws are meant to be followed, and yet there are times — and COVID 19 has certainly provided that opportunity — when certain requirements or provisions of your bylaws simply cannot be met. Your board may vote to officially “suspend” a certain procedural article or section of your bylaws for this specific period of time of crisis. To make the “suspension” official record the decision in the minutes of your board meeting.
Suspension of bylaws may be necessary under any of the following conditions:
- Annual meetings cannot be held to vote in officers or ratify resolutions (especially if general membership is to vote on this action)
- Bylaws do not provide for virtual meetings, electronic voting or extension of terms for critical board leaders, such as officers serving additional terms
- Quorums are not able to be met