(Reviewed on September 1, 2021)
Many congregations’ bylaws require regular board meetings, annual meetings, and meetings of the congregation’s members to call a minister or make other important decisions. During a pandemic, when large group gatherings are prohibited or discouraged, can a congregation legally hold such meetings to make important decisions? Could they be in violation of their bylaws, or even state law, by not meeting in person?
While we aren’t legal experts at the UUA, we do share the hope that an officially-declared emergency situation could supersede any bylaw or state law requirement that a meeting be held in person. Here’s what we’ve learned:
Many state and local laws do not explicitly permit or forbid conducting business virtually.
Congregations can create procedures for virtual meetings to be included in their bylaws or policies, which provide critical grounding and transparency to ensure the integrity of those meetings. (For example, the UUA bylaws expressly permit voting at GA by off-site delegates under procedures and guidelines established by the UUA Board, and the Board itself has monthly virtual meetings.)
You would be well-served to consult an attorney to see if there are any concerns that you should be addressing that are particular to your congregation or jurisdiction.
Guidelines for Official Virtual Meetings
In general, when an organization needs to conduct its business virtually but does not have any guidance from local laws or an established procedure for doing so, the following guidelines can help ensure that actions taken through a virtual meeting are procedurally valid. These guidelines can be used for meetings of Boards of Trustees or full congregational meetings. Good process and records are especially important for votes that address property, personnel, or other key fiduciary issues.
Provide clear notice and access. Congregations that hold their meetings by video- or phone-conference should provide the same type of notice as is customarily provided, and should note that the meeting will be virtual with information included on how to join. If Board meetings are open to congregants, the Board should host the meetings by Zoom or a similar platform that will allow congregants to join.
Accessibility note: The person chairing the meeting should start by asking each member whether they can hear each other, and the secretary should record each member’s response in their count of a quorum. This ensures people are able to meaningfully participate in the meeting. This may require un-muting participants to allow them to speak.
Be explicit about the need for virtual meetings. The person chairing the meeting should say that the meeting is being held virtually, rather than in-person, because of health concerns created by the pandemic and/or respect for the recommendation of public health professionals that people engage in “physical distancing.” If local officials have issued orders prohibiting in-person meetings, this should be noted. The Board chair should say that the Board and congregation look forward to meeting again in person when public health officials advise this is appropriate. All of these reasons should be recorded in the minutes of the meeting.
Confirm virtual decisions at future in-person meetings. To address the possibility that any of the decisions the Board or the congregation make at a virtual meeting might be unenforceable based on state law or the congregation’s bylaws, the Board or congregation should vote, at its next in-person meeting (whenever that may be), to ratify all the votes taken by the Board when it met virtually, effective as of the date of the initial vote. By doing so, the Board should be able to make any vote that was actually or arguably impermissible, permissible.
While state laws may vary on whether a virtual decision may be “effective as of the date of the initial vote” even if this is explicitly approved, it is still useful to include this in any future ratification vote. In at least those states or those congregations whose bylaws require that votes be taken at in-person meetings, the Board should state its intention at the meeting at which the initial vote is taken, to take a ratification vote at the next face-to-face meeting. This statement should be recorded in the minutes of the meeting at which the initial vote is taken.
And now that you're assured about legalities, you may be ready to talk tech. If you're wondering about how to make online voting work, consult our post Technical Guidance on Virtual Voting for Online Congregational Meetings.