Can Nonprofits Hold Virtual Board Meetings Under Virginia Law?

To say we will remember 2020 as an unusual time is quite an understatement. As the COVID-19 pandemic continues to disrupt our professional and personal lives as we know it, Virginia nonprofits are figuring out how to operate in this “new normal” of social distancing and stay-at-home orders. Accordingly, nonprofit leaders are faced with answering some unprecedented questions, including whether it is permissible to hold virtual board meetings.

Fortunately for Virginia nonprofits, the Virginia Nonstock Corporation Act offers some much-needed flexibility. According to §13.1-864 of the Code of Virginia, “[u]nless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conducting the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.”

While Virginia law clearly permits virtual meetings, the analysis does not end there. Nonprofit directors should also review their organization’s articles of incorporation and bylaws to confirm whether those governing documents include specific language prohibiting virtual meetings or, similarly, language mandating that meetings be held in person. If so, then those boards would be wise to consider amending the governing documents to provide the flexibility needed to hold virtual or telephonic meetings. Otherwise, a nonprofit organization may have a difficult time validly convening a board meeting to conduct organizational business in pursuit of its mission.

In short, absent a specific prohibition in its governing documents, a nonprofit organization is allowed to conduct virtual meetings in the same manner as traditional, in-person meetings.

Given the continuing uncertainty surrounding COVID-19, it is safe to assume we will be navigating these unchartered waters for the foreseeable future, so take a quick peek at your organization’s governing documents to confirm the ability to hold virtual meetings. If you have questions about your governing documents or need assistance with preparing appropriate amendments to articles, bylaws, etc., please contact Eric Perkins at [email protected] or (804)205-5162.

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