With the current COVID-19 isolation requirements in place, many board members are turning to technology to enable their association or company to continue to hold meetings or pass resolutions.
However, before picking up the phone or opening up Zoom, it is important to understand what rules, if any, apply to meetings using technology or passing circular resolutions.
We recommend using the checklist below to ensure your organisation is compliant:
Does the Constitution allow board and general meetings to be held using technology?
- Instead of holding an in person board meeting, the board may wish to hold a virtual meeting, by way of a teleconference, or video meeting.
- The Constitution should be reviewed to determine whether it contains rules which allow the board to meet through technology .
- If so, the Constitution may also set out requirements for how this can occur. For example, board members may need to consent in writing to the use of technology before the meeting can be held.
Can circular resolutions be passed without the board meeting in person?
- Alternatively, the board may prefer to pass resolutions by voting by email on a resolution that has been circulated amongst all of the board members.
- Once again, the Constitution should be reviewed to determine whether it contains rules which allow for circular resolutions to be passed and if so, what the specific requirements are for the resolution to be considered passed. For example do all Board members have to agree to the resolution or does it only require a sufficient number to constitute a quorum.
What records must be kept?
- As with an in person board meeting, it is important to ensure appropriate records are kept of any meetings held or resolutions passed by the board using technology.
- The minutes should confirm that all of the requirements of the Constitution have been fulfilled.
- When passing a circular resolution, all of the emails and documents exchanged should be saved as evidence that the proper process was followed and the resolution was validly passed. This may include the need to have electronic signatures.
Is the proposed technology secure?
- Any technology used by the board needs to be as secure as possible, especially if using third-party software such as Skype or Zoom – is there a process in place to verify the identity of the person on the other side of the screen?
- It may be necessary to consult with an IT expert before deciding whether a particular technology is sufficiently secure, or what steps might be taken to improve security.
In the absence of clear rules in the Constitution about these issues, we recommend seeking legal advice. Please contact us if you need assistance with any of these issues.