A board can meet by video or phone and bind the organization just as it would around a conference table, provided a few conditions are met. The legal requirements for virtual and electronic board meetings come down to five things: your bylaws must allow remote participation (or at least not forbid it), directors must receive proper notice, every participant must be able to hear and speak with every other participant at the same time, a quorum must be present and confirmed, and the meeting must be documented in minutes and signed resolutions that will hold up later. The Model Business Corporation Act, which underlies corporate law in most states, authorizes electronic board meetings by default unless the organization’s own governing documents say otherwise.1American Bar Association. Changes in the Model Business Corporation Act – Proposed Amendments to Chapters 7 and 10
Start With Your Bylaws and State Law
Before scheduling anything, pull the articles of incorporation and bylaws. These sit at the top of the authority chain and can expand or restrict what state law permits. If your bylaws explicitly prohibit remote meetings, holding one anyway puts every vote and resolution from that session at risk of being challenged and overturned. The fix is to amend the bylaws first, then schedule the meeting. Filing amended articles with the secretary of state typically costs between $25 and $150, depending on the state.
When bylaws are silent, most states default to permitting electronic participation. A common misconception is that boards need unanimous written consent from all directors before holding a remote meeting in that situation. That requirement doesn’t exist under the MBCA. Unanimous written consent is a separate mechanism, used to take board action without holding any meeting at all. State implementations vary, so confirm the rule in your jurisdiction’s business corporation act rather than assuming the default MBCA language applies unchanged.
Notice Requirements
Under the MBCA’s default rule, special board meetings require just two days’ advance notice. Regular meetings often follow whatever schedule the bylaws establish, and many organizations don’t require separate notice for regular meetings at all when the dates are set by a standing resolution. Bylaws can lengthen the notice period, so check yours.
What goes into the notice matters as much as when it goes out. A proper notice for a virtual board meeting should include:
- Date and time, with the time zone spelled out for boards whose members sit in different regions.
- A direct link to the videoconference and a backup dial-in number for anyone whose internet drops.
- Meeting IDs, passwords, or instructions for any waiting-room verification.
- The agenda and supporting materials, either attached or linked through a secure board portal.
A director can waive notice in writing before or after the meeting, or simply by showing up and participating without objecting. Relying on waiver is risky. If a dissenting director later argues they weren’t properly notified, the organization bears the burden of proving otherwise. Send the notice, confirm receipt, and keep a copy in the corporate records.
The Participation Standard That Makes a Meeting Valid
The legal threshold for valid electronic participation is simultaneous two-way communication. Every director must be able to hear every other director throughout the meeting. This is the minimum standard in virtually every state that permits electronic board meetings. Video capability is not legally required in most jurisdictions, though it improves deliberation quality and makes identity verification simpler.
The same standard governs hybrid meetings, where some directors attend in person and others join remotely. The in-room audio must pick up conversation clearly enough for remote participants, and remote contributions must come through the room speakers without distortion or delay. Some states require hybrid meetings to have a designated physical location open to the public or to shareholders; others have dropped that requirement. Private corporations and nonprofits generally have more flexibility, but your bylaws and state code control.
Identity verification deserves real attention. For routine meetings, password-protected rooms with unique meeting IDs are usually sufficient. For sessions involving sensitive matters such as executive compensation, litigation strategy, or acquisitions, use individual PINs for each director, a digital waiting room where the host confirms each attendee against the board roster, and lock the meeting once everyone expected has joined.
Quorum and Voting On Screen
No business can be conducted until the chair confirms a quorum is present. Most bylaws set the quorum number; the default is usually a majority of the board. The secretary should run a roll call at the start, recording each director’s name and confirming they can hear and be heard.
Controlling discussion is harder on a screen than around a table. Platforms with a “raise hand” feature avoid the crosstalk and confusion that plague poorly run virtual meetings when the chair uses it consistently. The chair recognizes speakers in order and should draw out directors who haven’t spoken, since the social pull to participate is weaker in a virtual setting.
When a motion comes to a vote, roll call works best. The secretary calls each director’s name and records their vote individually. This creates an unambiguous record and avoids the problem with voice votes where it’s hard to tell who said what over a conference line. Real-time polling tools built into some platforms work too, as long as the results are captured and preserved. Votes taken this way carry the same legal weight as votes cast in person.
When the Connection Drops
If a director’s connection fails and the remaining participants no longer constitute a quorum, business must stop. Under standard parliamentary procedure, only four actions are permitted without a quorum: set a time for a follow-up meeting, adjourn, take a short recess, or take steps to restore the quorum. Any vote taken without a quorum is void.
The chair should announce on the record that quorum has been lost and then recess for 15 to 30 minutes while the secretary contacts the disconnected director and helps them rejoin. If the connection cannot be restored, the chair adjourns and schedules a new session.
For urgent matters that cannot wait, most state codes allow the board to act without meeting if every director signs a written consent describing the action taken. The consent can be delivered electronically and takes effect when the last director signs. It carries the same legal weight as a vote taken at a properly convened meeting, with one catch: it must be unanimous. If even one director objects or fails to sign, the organization must hold an actual meeting instead. Written consent works best for routine or time-sensitive items where the board is already aligned.
Confidentiality and Cybersecurity Duties
Board meetings routinely involve confidential information: financial results before public disclosure, pending litigation, personnel matters, acquisition targets. Directors have a fiduciary duty of oversight that extends to ensuring the organization has reasonable cybersecurity systems in place, and courts have held that ignoring obvious red flags in this area can create personal liability.2American Bar Association. Overseeing Cybersecurity Risk: Confirmation of Officer Oversight Duties Could Mean Increased Personal Risk
NIST recommends several practical steps for securing virtual meetings:3National Institute of Standards and Technology. Preventing Eavesdropping and Protecting Privacy on Virtual Meetings Rotate access codes rather than reusing the same meeting link or PIN indefinitely, and generate one-time codes for sensitive sessions. Use waiting rooms with host verification before admitting attendees, and don’t let the meeting start until the host joins. Monitor the attendee dashboard for unrecognized names throughout the session. Lock the meeting once everyone expected has joined. Disable file sharing, chat, or screen sharing when the agenda doesn’t need them. For discussions involving highly sensitive information, restrict participation to organization-managed devices rather than personal laptops or phones.
When the board moves into executive session to discuss litigation or personnel, use a separate breakout room or a completely different meeting link with its own credentials. Don’t ask non-participants to leave the main room and trust that they disconnected. The chair or secretary should verify the attendee list shows only authorized participants before executive session begins.
Accessibility Under the ADA
Organizations covered by the Americans with Disabilities Act must ensure that virtual meetings are accessible to participants with disabilities. For boards of nonprofits that serve the public and many business entities, this means providing auxiliary aids and services so that communication is equally effective for everyone. The specific accommodation depends on the individual’s needs, the complexity of the discussion, and the communication methods in use.4ADA.gov. ADA Requirements: Effective Communication
Common accommodations include real-time captioning (sometimes called CART) for directors who are deaf or hard of hearing, sign language interpreters delivered through a video feed with enough resolution to show the interpreter’s face, arms, and hands clearly, and screen-reader-compatible documents for directors with vision loss.5ADA.gov. Americans with Disabilities Act Title III Regulations The organization is responsible for making sure the technology works. If a captioning feed lags or an interpreter’s video freezes, the entity providing the accommodation bears that technical risk.
An organization can avoid providing a specific accommodation only if it would create an “undue burden,” defined as significant difficulty or expense. Even then, it must provide an alternative accommodation that works. Most virtual meeting platforms now include built-in captioning, and third-party CART services are widely available at modest cost relative to the legal exposure of excluding a board member from full participation.
Signatures, Minutes, and Records
Resolutions adopted during virtual meetings often need to be signed by the board chair or secretary. Federal law makes clear that a signature cannot be denied legal effect solely because it’s electronic. The E-SIGN Act applies to any transaction affecting interstate commerce and provides that electronic records and signatures carry the same validity as their paper equivalents.6Office of the Law Revision Counsel. United States Code Title 15 – Section 7001 At the state level, the Uniform Electronic Transactions Act reinforces this principle and has been adopted in 49 states plus the District of Columbia. UETA applies when the parties have agreed to conduct business electronically, and that agreement can be inferred from context. A board that routinely uses email, digital board portals, and videoconferencing has almost certainly established that agreement through its pattern of behavior.7Federal Deposit Insurance Corporation. The Electronic Signatures in Global and National Commerce Act (E-Sign Act)
For the electronic record to hold up, it must accurately reflect the information in the underlying resolution and remain accessible for as long as retention law requires. Use a reliable document management system rather than emailing PDFs back and forth and hoping someone saves them.
Minutes for a virtual meeting should note that the meeting was conducted electronically and identify the platform used. Beyond that, the content standards are the same as for any board meeting: date and time, directors present and how they participated, motions made, votes taken, and the outcome of each vote. Minutes record actions and decisions, not every comment during discussion.
Whether to record audio or video is a separate question that depends on your organization’s policy and risk tolerance. Recordings create a complete record that can resolve disputes about what was said, but they also create discoverable evidence that could be used against the organization in litigation. Many corporate governance advisors recommend against recording routine board meetings for this reason. If you do record, store the file in an encrypted location with restricted access and follow your document retention policy for how long to keep it.
A Note For Government and Public Boards
The rules above apply primarily to private corporations, nonprofits, and similar entities. Government boards, school boards, and other public bodies face an additional layer of rules under state open-meeting laws, sometimes called sunshine laws. Most states that allow public boards to meet virtually still require a physical anchor location where the public can attend, posted agendas at that location, and in some states identification of each remote participant’s location in the agenda. These rules changed significantly during and after 2020, and many emergency amendments have since been revised again. Any government board considering virtual meetings should consult its state attorney general’s current open-meeting guidance rather than relying on pandemic-era rules that may have expired.