Nonprofits May Need to Amend Bylaws to Retain the Option to Hold Virtual Meetings


Madeline Hutchings | July 6, 2021

As we all recover from Zoom fatigue, many of us would like to make virtual meetings a relic of the COVID Era. But New Hampshire nonprofits can advance their missions by ensuring that their boards of directors may continue to meet remotely, should the need arise again. For some organizations, this may require a change in the bylaws.

During the pandemic, the Charitable Trusts Unit of the New Hampshire Attorney General’s Office issued an advisory that enabled most charities to meet virtually, even if their governing documents would not normally allow them to do so. Boards whose bylaws contemplated face-to-face meetings could hold virtual board meetings and ratify their actions later at a live meeting, so long as the bylaws did not explicitly prohibit virtual meetings. Nonprofits whose bylaws required board meetings to be open to members or to the public could arrange for virtual viewing or listening. And nonprofits could conduct annual or membership meetings virtually; in this case, boards were instructed to give notice in accordance with the bylaws, provide both a video link and a telephone-only option in the case of a videoconference, appoint a moderator, and enable contemporaneous communication of all participants.

The special authorizations in this advisory, however, were predicated on Governor Sununu’s executive orders declaring a state of emergency. The nearly fifteen-month state of emergency expired on June 11, and Governor Sununu has stated that he will not renew it.

To retain the option to meet remotely, now that the state of emergency is over, some boards may need to amend their bylaws. For a nonprofit to continue to hold virtual board meetings, its bylaws should specifically provide that board meetings may take place by telephonic or other electronic means that permit contemporaneous communication. Even for organizations that do not contemplate future virtual meetings, incorporating flexibility into the bylaws will empower a board to navigate future challenges – even the unforeseeable ones.

Boards that have been meeting virtually during the pandemic may also now need to ratify actions taken at those virtual meetings. If an organization’s bylaws contemplated only face-to-face meetings, then any action taken at a virtual board meeting during the state of emergency should be ratified at a live meeting.

New Hampshire nonprofits were vital supports to their communities during the state of emergency, even while they dealt with the pandemic’s challenges internally. They can emerge even stronger by taking with them the lessons learned about connecting from a distance. So pack away your face masks, but keep your Zoom password on hand.