The Nonprofit FAQ

Can a Board Meet by Conference Call or Online?
Responding to questions from Judith Winter, Chip Watkins (of Webster, Chamberlain & Bean,. Washington , DC) wrote on June 8, 2004:

Regarding these matters, the law of the state where the EO is
incorporated (or otherwise organized) should be consulted, as it will control. The following comments reflect the general rules common to many states. Your client should have local counsel familiar with the law, and obtain advice from that person.

Directors meetings



Most state laws permit meetings of directors or trustees by phone. As you note, the law typically requires that all participants be able to hear each other. A few states have amended their laws to permit directors' meetings to be held by web-chat of some kind, but I've not worked with any of these.

It's also prudent to consider good practice. Some standards require at least one or two in-person board meetings per year. And good board functioning requires the board members to know one another well enough to trust and respect each other, and there's no substitute for face time to accomplish that.

Special meetings are commonly held by phone when the Board is geographically dispersed. Unless the issue is extremely important and the EO has the funds for an in-person board meeting, I would assume that a special meeting would be held by phone.

Unless state law permits electronic meetings, the Board may conduct discussions by e-mail, but must vote on matters in a duly called and conducted meeting, even if this is only to ratify decisions already made elsewhere. The only exception is that decisions may be approved by unanimous written consent, in which each director consents to the resolution (as in a "consent" agenda). All directors can sign the same piece of paper, or each can sign a separate piece of paper consenting to the same resolution(s).

Membership meetings



I am not aware of any state law that permits membership meetings to be held by phone or web. Of course, if proxy voting by members is permitted, as is commonly the case, then the actual number of bodies in a room can be rather small. Unless the members are limited in number, e.g., only the directors or trustees, I think it would be practically difficult to hold a membership meeting by phone or web.

Putnam Barber added in February 2005:

Some states have recently enacted provisions to allow (and control) the use of the Internet for some official membership communications. Organizations with large, or widely scattered, membership will want to consider the cost and time savings that can be achieved by using email and online voting tools where they are permitted. Doing so will require careful reading of the enabling statutes to avoid making mistakes that can easily offset any gains in efficiency.

Further information on the question of whether meetings can be conducted online (based on Washington state requirements):

"Can Our Board Conduct Business Online?" by Putnam Barber: http://www.tess.org/ON/0312_ONLINE.html The proposals discussed in this article were approved in the 2004 legislative session; see http://www.tess.org/ON/0405_INDEX.html for more information.

The Free Management Library addresses these topics as well:
  • Are online board meetings allowed?
  • Conducting board meetings online
  • Facilitating on-line meetings

See http://www.mapnp.org/library/boards/boards.htm#anchor1140879

See the compilation Eric Mercer did in 1999:

http://www.muridae.com/nporegulation/documents/teleconf_definitions.html. Remember that these laws can change at any time. Before taking any action at a conference call board meeting, it would probably be a good idea to check for amendments that might have taken effect since 1999.

Jim Lochrie, a parliamentarian, wrote an article in May of 2002 for the CharityChannel's eNewsletter on this and the related subject of the use of email by boards. He commented in email on 9/3/02: "When I looked at this about a year ago about 45 of the 50 states had provisions for telephone meetings. I suspect the others have now caught up.
The major requirement is that all participants are able to speak and hear each other simultaneously. Persons participating are deemed to present at the meeting."



Posted 7/8/01; revised 9/3/02, 6/8/04, 2/3/05, 8/16/08 -- PB