Editor’s note: Attorney Sarah Merkle’s newly released resource, Your Complete Guide to Virtual Church Meetings: A toolkit for legal and compliant business meetings, is now available on ChurchLawAndTaxStore.com.
COVID-19 (coronavirus) may require social distancing, but it does not mean an end to church business decisions. In fact, if anything, the coronavirus may have increased the number of decisions that need to be made and accelerated the timeline for making them.
Church business decisions are made at board and membership meetings, which means in a COVID-19 world, we have to ask, “How?” Technology makes the answer seem easy. Surely a business meeting can be held on GoToMeeting or Zoom, right? Unfortunately, not necessarily. The availability of technology does not necessarily mean that a business meeting using that technology is permitted by your church’s state law or governing documents. And even if virtual business meetings are permissible, special rules are necessary to ensure that each member’s rights are preserved.
Before you decide to hold your next board or membership meeting online, answer these five questions.
1. Does our state law allow virtual business meetings?
The law governing business meetings for churches is state-specific, meaning that whether your church can hold a virtual business meeting is ultimately governed by the law of the state where your church is incorporated. For many churches, that is the law of the state where your church is physically located. For others, that is the law of the state where your denomination is incorporated. If your church is independent and not incorporated at all, check the law of the state where your church is physically located to see if it has provisions for unincorporated non-profit entities or religious entities. Regardless of your church’s status, look for provisions that discuss board and membership meetings.
Tip: If delving into the law sounds overwhelming, start by doing an online search for your state name and the word “statutes.” Choose a link that takes you to an official site for the state legislature to find the law. Look for a section titled “Corporations” or “Business Corporations” or “Non-Profit Corporations.” Then look for the subsections that address board and membership meetings. Alternatively, once you locate the right website for the statutes, you can search on the word “meeting.”
Before you make plans for a virtual business meeting of any kind—board or membership—you should read the relevant sections of applicable state law and determine whether virtual meetings are permitted. Some states allow for virtual board meetings but not virtual membership meetings. Other states are more permissive. Still others point churches back to their governing documents, allowing virtual meetings only if an organization’s bylaws permit.
The takeaway here is to avoid assumptions about what the law allows. Find the applicable law and be sure you understand what blanket permissions (or prohibitions) it includes about virtual meetings. Also, understand to what extent the law leans on your church’s governing documents to determine whether virtual meetings are allowed.
2. Do our governing documents allow virtual business meetings?
Once you understand applicable state law on virtual business meetings, next look to your church’s governing documents. Whether you are denominationally affiliated or independent, your church’s bylaws should speak to board meetings and membership meetings.
You are looking for language that specifies whether meetings must be in person, or at a place determined by the board of directors. You are also looking for language that says meetings can be held virtually, or by any means that allows for simultaneous communication. For example, there may be a provision that expressly allows for meeting scenarios where members communicate virtually or electronically instead of being physically present in the same room. If that’s the case, you can move forward with plans for a virtual business meeting.
On the other hand, if your bylaws do not expressly allow for virtual meetings, and applicable state law doesn’t provide any options either, then the general rule is that you may only conduct business when members are physically present in the same room. Robert’s Rules of Order Newly Revised (11th ed.), 95–97.
3. What actions can we take if a virtual business meeting is not allowed?
If neither state law nor your bylaws permit virtual business meetings, do not despair. There may be other ways that you can still conduct business, and they are listed below. Either of these options likely needs its own explanation, but the list is a starting point for brainstorming solutions in this difficult situation with COVID19:
- Explore whether your church’s bylaws give the board or leadership latitude to make decisions during an emergency or in between church business meetings; and/or
- Consider whether there are any decisions to be made that could result in a unanimous vote. Many states have laws that allow decisions to be made if unanimity among the voting body exists and can be determined through a written or mail-in ballot.
4. How will we know whether a quorum is present?
If virtual meetings are a permissible option for your church, make sure you take time to think through more than just the technical capabilities of your chosen software. A quorum—that is, the minimum number of people needed to transact business—is a baseline requirement for a compliant business meeting of any kind. Meeting virtually doesn’t eliminate or relax that requirement.
Before you send out the meeting notice, take time to review your church roll and ensure that each member receives proper notice of the meeting and the details of how to participate. Then decide how you’re going to determine the number of people that have joined the meeting and the number that are in attendance at any time. If only your board is meeting, or if your church is small, you may be able to do a roll call at the start and then monitor the number of attendees. Larger groups will likely need to provide a separate login code for each participant. There are several good options here. The bottom line: make sure you think through the process ahead of time.
5. What special rules will we follow for discussion and voting?
Finally, before you hold a virtual meeting, decide on a set of rules that, at minimum, addresses how you will recognize members and take votes. Avoid putting members in a situation where one member has to yell over others to be recognized and heard. Instead, write rules that make good use of the software you’ve chosen and instruct members to “raise their hand” by selecting a specific button. Tell them how you will choose who to recognize, and how they can raise a point of order if there is a procedural error. Understand the ways in which you can use the software to take a vote (e.g., virtual hand clapping, or polling).
There’s no need to write rules that are extreme or unnatural for your church’s culture. That said, thinking through the process, writing it out, and communicating it to members ahead of time will set everyone at ease. Note, too, that any special rules (e.g., rules that modify your bylaws or your parliamentary procedure rulebook) must be adopted by the membership before they become applicable and enforceable. My advice is to distribute them ahead of any meeting and then take a vote to adopt them (hopefully by general consent) at the outset.
Concluding thought: Be risk averse
Reading this article might make you conclude that complying with the law and your governing documents is too much trouble. I sympathize. Compliance is wearisome and often seems pointless in the short-term. But I encourage you to re-run the cost/benefit analysis before you make a final decision. Consider the long-term dissention and distraction that could come if members question decisions because they were made in a manner that exceeds what the law or your governance structure allows. Keep unity and your church’s mission in your sight and let them be your motivators. Be willing to take extra steps now—even if laborious—to avoid unnecessary distractions later.
Related article: “When Church Business Meetings Go Electronic”
