Many organizations, particularly those with long histories, operate under By-laws that were drafted using templates and best practices from probably, years ago. While these governing documents may have served organizations well for decades, changes in technology, member engagement, and operational realities mean that periodic review and modernization are both prudent and necessary.
One area that merits careful attention is the ability to hold meetings virtually.
By-laws and Virtual Events
By-laws often reflect the norms and expectations that existed when they were first written. For many established organizations, this means meetings were assumed to be held in person, with notice provisions, quorum definitions, voting procedures, and participation requirements designed accordingly.
In 2021, many organizations updated their By-laws to permit virtual meetings in response to extraordinary circumstances. Others simply adapted to the moment but didn’t consider the need to update their documentation.
Since then, technology has continued to evolve and mature. Today, virtual meetings are no longer merely an emergency workaround; they are a widely accepted and effective means of conducting board meetings, member meetings, events, and even annual general meetings (AGMs).
Virtual formats can significantly increase attendance, particularly for organizations with geographically dispersed members, while also reducing travel costs, time commitments, and environmental impact. As such, By-laws should be reviewed thoroughly to confirm that their wording explicitly allows for meetings to be held virtually or in a hybrid format, and that no provisions inadvertently conflict with electronic participation.
Areas to review include, but are not limited to:
- • How meeting notices are delivered (e.g., electronic versus mailed notices)
- • How attendance and quorum are determined
- • How discussions, motions, and voting are conducted
- • How records and minutes are created and preserved
Clear and modernized language ensures that virtual meetings are legally valid, procedurally sound, and consistent with the organization’s governance framework.
Planning for Unforeseen Circumstances
Even for organizations that prefer to hold meetings in person, it is advisable to include provisions for virtual meetings within the By-laws. Unforeseeable circumstances, such as weather events, public health concerns, travel disruptions, or other emergencies, may make in‑person gatherings impractical or impossible.
Including the option for virtual meetings does not replace or diminish the value of face‑to‑face interaction. Instead, it provides flexibility and continuity, allowing the organization to fulfill its governance obligations and maintain member engagement under a wide range of circumstances. Given the widespread availability and reliability of virtual meeting platforms, incorporating this flexibility is both a practical and responsible governance decision.
It is important to maintain updated By-laws that reflect the organization’s current practices and anticipate potential operational needs, as the manner in which an association conducts its business is ultimately governed by what is written in its By-laws. For further insight, please refer to the previous Strauss article about association By-laws and what they are good for.
Conducting Virtual Meetings Effectively
When meetings are held virtually, established procedures should still be followed to ensure fairness, accuracy, and security. Virtual meetings can be conducted in a manner that closely mirrors in person meetings by adhering to clear protocols.
For example:
- • Attendance is restricted to authorized individuals through pre‑registration and secure meeting links.
- • Polling and voting functions can be used to pass motions and accurately record results in real time.
- • Chairing procedures, speaking protocols, and order of business can remain consistent with in‑person meetings.
An additional advantage of virtual meetings is the ability to easily record proceedings. Meeting recordings allow members who were unable to attend to review the discussion afterward, increasing transparency and accessibility. Recordings can also serve as a valuable reference for drafting accurate minutes.
Striking the Right Balance
There is no single approach that suits every organization or every type of meeting. In person meetings offer clear benefits, including relationship building, informal networking, and social interaction that are difficult to fully replicate online. These elements can be especially valuable for annual events, strategic planning sessions, or occasions centered on community engagement.
At the same time, virtual meetings offer efficiency, accessibility, and cost savings. For routine governance matters or time sensitive decisions, virtual formats can reduce barriers to participation and enable quicker, more inclusive decision-making. Previously, we have examined the pros and cons of in person and virtual meetings.
By updating By-laws to accommodate both in person and virtual meetings, organizations create a balanced and future focused governance framework. This flexibility empowers boards and members to choose the most appropriate format for each situation, while remaining compliant, resilient, and responsive to change.
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