Model Bylaws Language: Electronic & Online Meetings

An assembly's rules come from its own bylaws. Before conducting business electronically — live online meetings, electronic voting, or asynchronous motions — your organization should authorize it in writing. The language below is ready to adapt and adopt. Have your bylaws committee (and, for incorporated or governmental bodies, your counsel) review the final wording, since state law sometimes adds requirements for boards and public bodies.

The Adoption Motion

At a regular meeting, with any notice your bylaws require for amendments, a member says:

“I move to amend the bylaws by adding a new article, Electronic Meetings and Voting, reading as follows…”

Model Article: Electronic Meetings and Voting

Section 1. Electronic meetings authorized. Meetings of the [organization / board / committees] may be held by telephone, videoconference, or other electronic means, or in hybrid form, provided all participants can hear one another (or read one another's contributions) substantially concurrently. Members participating electronically are counted for quorum and may exercise all rights of membership.

Section 2. Designated meeting platform. The [board / assembly] may designate an online meeting platform for conducting business. When a platform is designated, motions, seconds, debate, and votes may be made and recorded through it, and the platform's record of proceedings constitutes the record of the meeting, subject to correction and approval of the minutes.

Section 3. Timed procedure. The [board / assembly] may adopt standing rules fixing reasonable time periods for seconds, debate, and voting conducted through the platform. A motion or vote period that expires under such rules is resolved as the rules provide, and the result has the same effect as if taken in a meeting conducted in person.

Section 4. Asynchronous business. Between meetings, the [board / assembly] may conduct designated business asynchronously through the platform, provided every member is notified when a matter is opened, the voting period remains open at least [48 hours / 7 days], and the results are recorded in the minutes of the next regular meeting. Any [two members / specified number] may require that a matter be deferred to a live meeting.

Section 5. Members without electronic access. A member without electronic access may request, reasonably in advance of a meeting, alternative means of participating; the [organization] will accommodate such requests as available — for example, a lent device, telephone access, or a designated member who performs mechanical actions at the member's direction.

Section 6. Parliamentary authority unaffected. Except as provided in this article and in adopted standing rules, business is conducted according to the parliamentary authority prescribed in these bylaws.

Notes on Adapting It

Section 5 answers the fairest objection to electronic procedure — the member without a smartphone. A drawer of spare devices plus advance requests makes it workable without promising more than the organization can deliver.
Boards vs. general membership: many organizations authorize asynchronous business for the board only, keeping general-membership votes in live meetings. Adjust the bracketed bodies accordingly.
Public bodies: councils, school boards, and other governmental assemblies are governed by open-meeting statutes that control over bylaws. Check state law before adopting Sections 2–4.
If your bylaws name no parliamentary authority, consider adopting one in the same amendment — any published rules your organization chooses. See our guide to the versions of Robert's Rules: the official rules are whichever your organization adopts.

Questions about adapting this language? Contact us.