Are Virtual Board Meetings Legal?

The current COVID-19 pandemic presents association boards with new challenges. For example, they are faced with the question of how they currently have to and are allowed to organize their board meetings. So, are virtual board meetings legal? Here is more about it.

Do board meetings still have to take place?

When and how board meetings had to take place was largely left to the associations themselves by the legislature before the outbreak of the pandemic. The club just had to remain capable of acting. For this reason, many associations have regulated in their statutes how often a board meeting must take place and which rules must be observed for this. If there is no statutory regulation, the statutory regulations for the general assembly apply. In the current situation, however, many clubs are asking themselves whether and to what extent these requirements can still be implemented.

Due to the decision of the federal government and the state government, according to which meetings of more than two people are prohibited, board meetings can often no longer be held with the simultaneous local presence of all board members. Whether board meetings have to take place during the corona crisis depends on how often the board has to meet. There is no legal regulation for this. To overcome such restrictions today many companies have found a new alternative – board portals to organize virtual collaboration.

The admissibility of a virtual or telephone board meeting could initially result from the association’s statutes. If the articles of association do not explicitly permit a virtual board meeting, the board has only been able to vote for such a virtual board meeting with the consent of all board members without the constitution and adherence to the written form. But in today’s reality, everything has changed. The consent of all members is no longer required; it is sufficient if a majority approves a resolution following the statutory provisions or those of the statutes. All that is required is for all members to be involved, and at least half of the members must have cast their votes by circulation.

Are board meetings via the board portals legal?

Today’s leaders must take the next step in deploying technology to connect with customers and stay ahead of the competition and attract and retain the best talent. Effective communication between business leaders and their employees and stakeholders is at stake. It helps build trust and collaboration, ultimately leading to innovation and business growth. Often the most productive interactions involve a visual component such as video conferencing, which facilitates more personal, interactive, and flexible meetings.

Virtual board meetings are permitted under the following conditions:

  • if there is an opportunity to participate in the meeting from any location using an acoustic and optical two-way connection in real-time;
  • if some of the participants cannot or do not want to follow the meeting visually and acoustically, it is sufficient if they are connected acoustically;
  • every participant must be able to speak and take part in votes (of course, only those members are entitled to participate and vote who also have these rights at conventional meetings).

All modern means of communication including board software can be used for the actual implementation of the virtual meeting. The demand for solutions for holding digital general meetings and board meetings is increasing. However, most of the tools available on the market do not meet all legal criteria.

The board software not only connected people into a single information network system, but also in many respects changed the essence of their communication, communication, and communication.