Are Virtual Board & Committee Meetings Legal?

Click your state to discover your rules & regulations concerning virtual meetings. 

Alabama
Alaska
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming

Laws are frequently updated and available information may become outdated. Help us keep this useful and contact us here if anything seems amiss.

Alabama

Alabama generally permits corporations, associations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(b) Unless prohibited by the articles or bylaws of the corporation, action required or permitted to be taken by the board or a committee designated by the board may be taken without a meeting on written consents, identical in content, setting out the action taken and signed by all the members of the board or the committee. The written consents shall be filed with the minutes. The consents have the same effect as a unanimous vote.

AL Code § 10A-2-8.20 (2019) 

(c) Except as may be otherwise restricted by the nonprofit corporation’s governing documents, members of the board of directors or any committee designated thereby may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at that same time and participation by the means shall constitute presence in person at a meeting.

AL Code § 10A-3-2.13 (2019)

Alaska

Alaska generally permits corporations, associations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

AK Stat § 10.06.475

(a) Regular or special meetings of the board of directors may be held either inside or outside the state.

(b) Regular meetings of the board of directors may be held with or without notice as prescribed in the bylaws. Special meetings of the board of directors shall be held after the notice which shall be prescribed in the bylaws. Attendance of a director at a meeting constitutes a waiver of notice of the meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted or the purpose of a regular or special meeting of the board of directors need not be specified in the notice of the meeting unless required by the bylaws.

 AK Stat § 10.20.116 

Arizona
Arizona generally permits corporations and associations to conduct remote and virtual meetings. Arizona has no explicit provision for nonprofits prohibiting or authorizing remote meetings. Remote meetings contingent on articles of incorporation / charter and bylaws.
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B. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

AZ Rev Stat § 10-820 (2019)

Remote meeting authorization repealed 1/1/99

Arkansas
Arkansas generally permits corporations, associations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(c) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting..

AR Code § 4-33-820 (2018)

(c) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

AR Code § 4-33-820 (2018)

California
California generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(6) Members of the board may participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission by and to the corporation (Sections 20 and 21). Participation in a meeting through use of conference telephone or electronic video screen communication pursuant to this subdivision constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another. Participation in a meeting through electronic transmission by and to the corporation (other than conference telephone and electronic video screen communication), pursuant to this subdivision constitutes presence in person at that meeting if both of the following apply:

(A) Each member participating in the meeting can communicate with all of the other members concurrently.

(B) Each member is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.

CA Corp Code § 307 (2013)

(a) Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than 10 nor more than 90 days before the date of the meeting to each member who, on the record date for notice of the meeting, is entitled to vote thereat; provided, however, that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given not less than 20 days before the meeting. Subject to subdivision (f), and subdivision (b) of Section 5512, that notice shall state the place, date and time of the meeting, the means of electronic transmission by and to the corporation (Sections 20 and 21) or electronic video screen communication, if any, by which members may participate in that meeting, and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the regular meeting, those matters which the board, at the time the notice is given, intends to present for action by the members, but, except as provided in subdivision (b) of Section 5512, any proper matter may be presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of all those who are nominees at the time the notice is given to members.

CA Corp Code § 5511 (2013)

Colorado
Colorado State generally permits corporations, associations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(2) Unless otherwise provided in the bylaws, the board of directors may permit any director to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

CO Rev Stat § 7-128-201 (2016)

(2) Unless otherwise provided in the bylaws, the board of directors may permit any director to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

CO Rev Stat § 7-128-201 (2018)

Connecticut

Connecticut generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(b) Unless the certificate of incorporation or a bylaw provides otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

CT Gen Stat § 33-748 (2013)

(b) Unless the certificate of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

CT Gen Stat § 33-1095 (2013)

Delaware

Delaware generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(i) Unless otherwise restricted by the certificate of incorporation or bylaws, members of the board of directors of any corporation, or any committee designated by the board, may participate in a meeting of such board, or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting.

8 DE Code § 141 (2019)

(i) Unless otherwise restricted by the certificate of incorporation or bylaws, members of the board of directors of any corporation, or any committee designated by the board, may participate in a meeting of such board, or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting.

8 DE Code § 141 (2019)

Florida

Florida generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(4) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in any meeting of the board of directors through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

FL Stat § 607.0820 (2019)

(4) Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

FL Stat § 617.0820 (2019)

Georgia

Georgia generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

GA Code § 14-2-820 (2018)

(b) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

GA Code § 14-3-820 (2018)

Hawaii

Hawaii generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. 

HI Rev Stat § 414-211 (2019)

(c) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. 

HI Rev Stat § 414D-143 (2019)

Idaho

Idaho generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(b) Unless restricted by the articles of incorporation or bylaws, any or all directors may participate in any meeting of the board of directors through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

ID Code § 30-29-820 (2019)

(3) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

ID Code § 30-30-612 (2019)

Illinois

Illinois generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(d) Unless specifically prohibited by the articles of incorporation or by-laws, members of the board of directors or of any committee of the board of directors may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.


805 ILCS 5/8.15) (from Ch. 32, par. 8.15

Director committee members may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

(805 ILCS 105/108.15) (from Ch. 32, par. 108.15)

Indiana

Indiana generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

IN Code § 23-1-34-1 (2019)

(c) Unless articles of incorporation or bylaws provide otherwise, a board of directors may permit a director to:

(1) participate in a regular or special meeting by; or

(2) conduct the meeting through the use of; any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.

IN Code § 23-17-15-1 (2019)

Iowa

Iowa generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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2. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

IA Code § 490.820 (2019)

3. Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

IA Code § 504.821 (2019)

Kansas

Kansas generally permits corporations and associations to conduct remote and virtual meetings. Kansas does not appear to have an explicit provision for nonprofits prohibiting or authorizing remote meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.

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(i) Unless otherwise restricted by the articles of incorporation or bylaws, members of the board of directors of any corporation, or any committee designated by the board, may participate in a meeting of such board, or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting.

KS Stat § 17-6301 (2018)

Kansas doesn’t appear to explicitly authorize or prohibit remote and virtual meetings for nonprofits.

Kentucky

Kentucky generally permits corporations and associations to conduct remote and virtual meetings. Kentucky does not appear to have an explicit provision for nonprofits prohibiting or authorizing remote meetings.

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(1) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during this meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.

KY Rev Stat § 271B.8-200 (2018)

Kentucky doesn’t appear to explicitly explicitly authorize or prohibit remote and virtual meetings for nonprofits.

Louisiana

Louisiana does not appear to have an explicit provision for corporations prohibiting or authorizing remote meetings. Louisiana generally permits nonprofits to conduct remote and virtual meetings.

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Louisiana doesn’t appear to explicitly authorize or prohibit remote and virtual meetings for corporations.

(10)  The board of directors, or any committee of the board, may hold a meeting by means of conference telephone, facsimile, or similar communications equipment provided that all persons participating in the meeting can communicate with each other.  Participation in a meeting pursuant to this Paragraph shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.  The provisions of this Paragraph shall not apply to any public body or any other entity provided for in R.S. 42:13.

LA Rev Stat § 12:224 (2018)

Maine

Maine generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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2. Participation of directors. Unless the corporation’s articles of incorporation or bylaws provide otherwise, the corporation’s board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Title 13-C: Maine Business Corporation Act Chapter 8: Directors and Officers, Subchapter 2: Meetings and Action of Board

2.  Participation at meetings by conference telephone.  Unless otherwise restricted by the certificate of incorporation or bylaws, members of the board of directors of any corporation, or any committee designated by such board, may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.  

Title 13-C: Maine Nonprofit Corporations Act Chapter 7: Directors and Officers

Maryland

Maryland generally permits corporations to conduct remote and virtual meetings. Maryland nonprofit statute defines quorum as “present in person…” but appears silent on remote and virtual meetings in general.
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  • (d) Telephone meetings. —

    • (1) Unless restricted by the charter or bylaws of the corporation, members of the board of directors or a committee of the board may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time.

    • (2) Participation in a meeting by these means constitutes presence in person at the meeting.

MD Corp & Assn Code § 2-409 (2018)

(c) Quorum and voting requirements at additional meeting. — At the additional meeting, the members present in person or by proxy constitute a quorum. A majority of the members present in person or by proxy may approve or authorize the proposed action at the additional meeting and may take any other action which could have been taken at the original meeting if a sufficient number of members had been present.

MD Corp & Assn Code § 5-206 (2018)

Massachusetts

Massachusetts generally permits corporations and associations to conduct remote and virtual meetings. Massachusetts does not appear to have an explicit provision for nonprofits prohibiting or authorizing remote meetings.

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(b) Unless the articles of organization or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.

General Laws Part I Title XXII Chapter 156D

Massachusetts doesn’t appear to explicitly explicitly authorize or prohibit remote and virtual meetings for nonprofits.

Michigan

Michigan generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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 (3) Unless otherwise restricted by the articles of incorporation or bylaws, a member of the board or of a committee designated by the board may participate in a meeting by means of conference telephone or other means of remote communication through which all persons participating in the meeting can communicate with the other participants. Participation in a meeting pursuant to this subsection constitutes presence in person at the meeting.
 

(3) Unless otherwise restricted in the articles of incorporation or bylaws, a member of the board or of a committee designated by the board may participate in a meeting by means of conference telephone or other means of remote communication if all individuals who are participating in the meeting can communicate with the other participants. Participation in a meeting under this subsection constitutes attendance in person at the meeting.

MI Comp L § 450.2521 (2019)

Minnesota

Minnesota generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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Subd. 2. Meetings solely by means of remote communication. Any meeting among directors may be conducted solely by one or more means of remote communication through which all of the directors may participate with each other during the meeting, if the same notice is given of the meeting required by subdivision 4, and if the number of directors participating in the meeting is sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence in person at the meeting.

MN Stat § 302A.231 (2019)

Subd. 2. Meetings solely by means of remote communication. Any meeting among directors may be conducted solely by one or more means of remote communication through which all of the directors may participate in the meeting, if the same notice is given of the meeting required by subdivision 4, and if the number of directors participating in the meeting is sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence at the meeting.

MN Stat § 317A.231 (2019)

Mississippi

Mississippe generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

MS Code § 79-4-8.20 (2013)

(2) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

MS Code § 79-11-255 (2018)

Missouri

Missouri generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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Board meetings, where and how held. — Unless otherwise provided in the articles of incorporation or bylaws of the corporation, (1) meetings of the board of directors or of any committee designated by the board of directors may be held at any place either within or without this state, and (2) members of the board of directors or of any committee designated by the board of directors may participate in a meeting of the board or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS Chapter 351

3. Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

MO Rev Stat § 355.376 (2017)

Montana

Montana generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(3) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by or to conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.

Montana Code Annotated 2019 TITLE 35. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS CHAPTER 2. NONPROFIT CORPORATIONS Part 4. Directors and Officers — Indemnification

(3) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by or to conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.

Montana Code Annotated 2019 TITLE 35. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS CHAPTER 2. NONPROFIT CORPORATIONS Part 4. Directors and Officers — Indemnification

Nebraska

Nebraska generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(2) Unless the articles of association or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.

NE Code § 21-1767 (2018)

(c) Unless the articles or bylaws provide otherwise, members of the board of directors may participate in a regular or special meeting of the board or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

NE Code § 21-1980 (2018)

Nevada

Nevada generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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3. Unless otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or the governing body of any corporation, or of any committee designated by such board or body, may participate in a meeting of the board, body or committee through electronic communications, videoconferencing, teleconferencing or other available technology if the corporation has implemented reasonable measures to:

NV Rev Stat § 78.315 (2019)

3. Unless otherwise restricted by the articles or bylaws, members of the board of directors, the delegates or any committee designated by the board or the delegates may participate in a meeting through electronic communications, videoconferencing, teleconferencing or other available technology which allows the participants to communicate simultaneously or sequentially. Participating in a meeting pursuant to this subsection constitutes presence in person at the meeting.

NV Rev Stat § 82.271 (2019)

New Hampshire

New Hampshire generally permits corporations and associations to conduct remote and virtual meetings. New Hampshire does not appear to have an explicit provision for nonprofits prohibiting or authorizing remote meetings.

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(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

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(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

NH Rev Stat § 293-A:8.20 (2019)

New Jersey

New Jersey generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(3) Where appropriate communication facilities are reasonably available, any or all directors shall have the right to participate in all or any part of a meeting of the board or a committee of the board by means of conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other, unless otherwise provided in the certificate of incorporation or the by-laws.

NJ Rev Stat § 14a:6-10 (2018)

c. Any or all trustees may participate in a meeting of the board or a committee of the board by means of conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other, unless otherwise provided in the certificate of incorporation or the bylaws.

NJ Rev Stat § 15a:6-10 (2018)

New Mexico

New Mexico generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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53-11-42. Place and notice of directors’ meetings; committee meetings. Meetings of the board of directors, regular or special, or any committee designated thereby, may be held either within or without this state. Regular meetings of the board of directors or any committee designated thereby may be held with or without notice as prescribed in the bylaws. Special meetings of the board of directors or any committee designated thereby shall be held upon the notice prescribed in the bylaws. Attendance of a director at a meeting constitutes a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors or any committee designated thereby need be specified in the notice or waiver of notice of the meeting unless required by the bylaws. Except as otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated thereby may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

NM Stat § 53-11-42 (2018)

(c) Unless otherwise restricted by the certificate of incorporation or the by-laws, any one or more members of the board or of any committee thereof who is not physically present at a meeting of the board or a committee may participate by means of a conference telephone or similar communications equipment or by electronic video screen communication. Participation by such means shall constitute presence in person at a meeting as long as all persons participating in the meeting can hear each other at the same time and each director can participate in all matters before the board, including, without limitation, the ability to propose, object to, and vote upon a specific action to be taken by the board or committee.

53-8-22. Directors’ meetings.

New New York

New York generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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  (c) Unless otherwise restricted by the certificate of incorporation or the by-laws, any one or more members of the board or any committee thereof may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

The Laws Of New York Consolidated Laws Business CorporationArticle 7: Directors And Officers

(c) Unless otherwise restricted by the certificate of incorporation or the by-laws, any one or more members of the board or of any committee thereof who is not physically present at a meeting of the board or a committee may participate by means of a conference telephone or similar communications equipment or by electronic video screen communication. Participation by such means shall constitute presence in person at a meeting as long as all persons participating in the meeting can hear each other at the same time and each director can participate in all matters before the board, including, without limitation, the ability to propose, object to, and vote upon a specific action to be taken by the board or committee.

The Laws Of New York Consolidated Laws Not-For-Profit CorporationArticle 7: Directors And Officers

North Carolina

North Carolina generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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Unless otherwise provided by the articles of incorporation, the bylaws or the board of directors, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

NC § 55-8-20. Meetings

(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

NC § 55A-8-20. Regular and special meetings

North Dakota

North Dakota generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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3. A regular meeting, if any, must be held on the date and at the time and place fixed by, or in a manner authorized by, the articles or bylaws, except that a meeting called by or at the demand of a shareholder pursuant to subsection 2 must be held in the county where the principal executive office of the corporation is located. To the extent authorized by the articles or bylaws, the board may determine that a regular meeting of the shareholders shall be held solely by means of remote communication in accordance with subsection 3 of section 10-19. 1-75.2

ND 10-19.1-43. Board meetings

2. Any meeting among directors may be conducted: a. Solely by one or more means of remote communication through which all of the directors may participate in the meeting: (1) If the notice required by subsection 3 is given for the meeting; and (2) If the number of directors participating in the meeting is sufficient to constitute a quorum at a meeting. b. By means of conference telephone or, if authorized by the board, by such other means of remote communication, in each case through which that director, other directors so participating, and all directors physically present at the meeting participate with each other during the meeting

2019 North Dakota Century Code Title 10 Corporations Chapter 10-33 Nonprofit Corporation

Ohio

Ohio generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(B) Meetings of the directors may be held at any place within or without the state, including by means of authorized communications equipment, unless the articles or regulations prohibit participation by directors at a meeting by means of authorized communications equipment. Participation in a meeting pursuant to this division constitutes presence at that meeting.

OH 1702.31 Meetings of directors – notice.

(B) Meetings of the directors may be held at any place within or without the state, including by means of authorized communications equipment, unless the articles or regulations prohibit participation by directors at a meeting by means of authorized communications equipment. Participation in a meeting pursuant to this division constitutes presence at that meeting.

1702.31 Meetings of directors – notice.

Oklahoma

Oklahoma generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(b) Unless the organic rules otherwise provide, a board of directors may permit directors to attend or conduct board meetings through the use of any means of communication, if all directors attending the meeting can communicate with each other during the meeting.

18 OK Stat § 18-441-811 (2014)

4. Members of the board of directors of any corporation, or any committee designated by the board, may participate in a meeting of the board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear or otherwise communicate with each other. Participation in a meeting pursuant to the provisions of this subsection shall constitute presence in person at the meeting.

18 OK Stat § 18-1027 (2018)

Oregon

Oregon generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(3) Unless the articles or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which either of the following occurs:

(a) All directors participating may simultaneously hear or read each other’s communications during the meeting; or

(b) All communications during the meeting are immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

(4) If a meeting is conducted through the use of any means described in subsection (3) of this section:

(a) All participating directors shall be informed that a meeting is taking place at which official business may be transacted; and

(b) A director participating in the meeting by this means is deemed to be present in person at the meeting. [1989 c.1010 §82; 2005 c.161 §1]

OR Rev Stat § 65.337 (2017)

(3) Unless the articles or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which either of the following occurs:

(a) All directors participating may simultaneously hear or read each other’s communications during the meeting; or

(b) All communications during the meeting are immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

(4) If a meeting is conducted through the use of any means described in subsection (3) of this section:

(a) All participating directors shall be informed that a meeting is taking place at which official business may be transacted; and

(b) A director participating in the meeting by this means is deemed to be present in person at the meeting. [1989 c.1010 §82; 2005 c.161 §1]

OR Rev Stat § 65.337 (2017)

Pennsylvania

Pennsyvania generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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§ 1708. Use of conference telephone or other electronic technology.

(a) Incorporators and directors.–Except as otherwise provided in the bylaws, one or more persons may participate in a meeting of the incorporators or the board of directors of a business corporation by means of conference telephone or other electronic technology by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting.

15 PA Cons Stat § 1708 (2014)

§ 5708. Use of conference telephone or other electronic technology.

(a) Incorporators, directors and members of an other body.–Except as otherwise provided in the bylaws, one or more persons may participate in a meeting of the incorporators, the board of directors or an other body of a nonprofit corporation by means of conference telephone or other electronic technology by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting.

(b) Members.–Except as otherwise provided in the bylaws, the presence or participation, including voting and taking other action, at a meeting of members, or the expression of consent or dissent to corporate action, by a member by conference telephone or other electronic means, including, without limitation, the Internet, shall constitute the presence of, or vote or action by, or consent or dissent of the member for the purposes of this subpart.

15 PA Cons Stat § 5708 (2014)

Rhode Island

Rhode Island generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(a) Meetings of the board of directors, or any committee designated by the board, regular or special, may be held either within or without this state.

(b) Regular meetings of the board of directors or any committee designated by the board may be held with or without notice as prescribed in the bylaws. Unless the articles of incorporation or the bylaws provide for an alternative period, special meetings of the board of directors or any committee designated by the board must be preceded by at least two (2) days’ notice of the date, time, and place of the meeting. Attendance of a director at a meeting constitutes a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors or any committee designated by the board of directors need be specified in the notice or waiver of notice of the meeting unless required by the bylaws. Except as may be otherwise restricted by the articles of incorporation or bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other at the same time and participation by those means constitutes presence in person at a meeting.

TITLE 7 Corporations, Associations, and Partnerships CHAPTER 7-1.2 Rhode Island Business Corporation Act

(b) Except as may be otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated by the board may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other at the same time, and participation by that means constitutes presence in person at a meeting.

RI Gen L § 7-6-27 (2018)

South Carolina

South Carolina generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(b) The board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.

SC Code § 33-8-200 (2019)

(c) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other simultaneously during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

SC Code § 33-31-820 (2019)

Tennessee

Tennessee generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(b) Unless the charter or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

TN Code § 48-18-201 (2018)

(c) Unless the charter or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

TN Code § 48-58-201 (2018)

Texas

Texas generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(1) If, under the articles of incorporation or the bylaws, the board
of directors is authorized to determine the place of a meeting of
shareholders, the board of directors may, in its discretion,
determine that the meeting may be held solely by means of remote
communication as provided by Subsection (2) of this section.

(2) If authorized by the board of directors, and subject to any
guidelines and procedures adopted by the board of directors,
shareholders not physically present at a meeting of shareholders,
by means of remote communication:

(a) may participate in a meeting of shareholders; and

(b) may be considered present in person and may vote at a meeting of
shareholders held at a designated place or held solely by means of
remote communication if:

(i) the corporation implements reasonable measures to verify that
each person considered present and permitted to vote at the meeting
by means of remote communication is a shareholder;

(ii) the corporation implements reasonable measures to provide the
shareholders at the meeting by means of remote communication a
reasonable opportunity to participate in the meeting and to vote on
matters submitted to the shareholders, including an opportunity to
read or hear the proceedings of a meeting substantially
concurrently with the proceedings; and

(iii) the corporation maintains a record of any shareholder vote or
other action taken at the meeting by means of remote communication.

2005 Texas Code – Business Corporation Act ARTICLE 3.01. INCORPORATORS

Sec. 22.002. MEETINGS BY REMOTE COMMUNICATIONS TECHNOLOGY. Subject to the provisions of this code and the certificate of formation and bylaws of a corporation, a meeting of the members of a corporation, the board of directors of a corporation, or any committee designated by the board of directors of a corporation may be held by means of a remote electronic communications system, including videoconferencing technology or the Internet, only if:

(1) each person entitled to participate in the meeting consents to the meeting being held by means of that system; and

(2) the system provides access to the meeting in a manner or using a method by which each person participating in the meeting can communicate concurrently with each other participant.

2017 Texas Statutes BUSINESS ORGANIZATIONS CODE TITLE 2 – CORPORATIONS CHAPTER 22 – NONPROFIT CORPORATIONS

Utah

Utah generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(2) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.

UT Code § 16-10a-820 (2018)

(1) Unless otherwise provided in the bylaws, any or all of the members may participate in an annual, regular, or special meeting of the members by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting.

(2) A member participating in a meeting by a means permitted under Subsection (1) is considered to be present in person at the meeting.

UT Code § 16-6a-708 (2018)

Vermont

Vermont generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(b) The board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication, including an electronic, telecommunications, and video- or audio-conferencing conference telephone call, by which all directors participating may simultaneously or sequentially communicate with each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 93; 2011, No. 52, § 18, eff. May 27, 2011.)

11 V.S.A. § 8.20

(c) Unless the articles of incorporation or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication, including an electronic, telecommunications, and video- or audio-conferencing conference telephone call, by which all directors participating may simultaneously or sequentially communicate with each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 36, eff. April 15, 2010; 2011, No. 52, § 19, eff. May 27, 2011.)

11 V.S.A. § 8.20

Virginia

Virginia generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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B. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Virginia Stock Corporation Act § 13.1-601

B. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Virginia Nonstock Corporation Act § 13.1-801

Washington

Washington generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(2) Unless the articles of incorporation or bylaws provide otherwise, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating can hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

WA Rev Code § 23B.08.200 (2018)

Except as may be otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated by the board of directors may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

WA Rev Code § 24.03.120 (2018)

West Virginia

West Virginia generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

PART 2. MEETINGS AND ACTION OF THE BOARD. §31D-8-820. Meetings.

Section 31-1-73. Action by shareholders, members or directors without a meeting. … (c) If the articles of incorporation or the bylaws so provide, one or more directors or shareholders may participate in a meeting of the board, a committee of the board or of the shareholders by means of conference telephone or similar electronic communications equipment by means of which all persons participating in the meeting can hear each other. Whenever a vote of the shareholders or directors is required or permitted in connection with any corporate action this vote may be taken orally during this electronic conference. The agreement thus reached shall have like effect and validity as though the action were duly taken by the action of the shareholders or directors at a meeting of shareholders or directors if the agreement is reduced to writing and approved by the shareholders or directors at the next regular meeting of the shareholders or directors after the conference.

Chapter 31. Article 1: Business and Nonprofit Corporations. Part II: Corporations Generally. Section 31-1-73: Action by shareholders, members or directors without a meeting

Wisconsin

Wisconsin generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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may permit any or all directors to participate in a regular or special meeting of the board of directors by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs:

1. All participating directors may simultaneously hear each other during the meeting.

2. All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

(b) If a meeting will be conducted through the use of any means described in par. (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par. (a) is deemed to be present in person at the meeting.

WI Stat § 180.0820 (2018)

 Unless the articles of incorporation or bylaws provide otherwise, the board may permit any or all directors to participate in a regular or special meeting or in a committee meeting of the board by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs:


1. All participating directors may simultaneously hear or read each other’s communications during the meeting.


2. All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.


(b) If a meeting will be conducted through the use of any means described in par. 

(a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par. 

(a) is considered to be present in person at the meeting. If requested by a director, minutes of the meeting shall be prepared and distributed to each director.

 

Wyoming

Whyoming generally permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an organizations articles of incorporation, charter, bylaws.
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(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication, including electronic transmission by which all directors participating may communicate with each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

WY Stat § 17-16-820 (2018)

(c) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously communicate with each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

WY Stat § 17-19-820 (2018)

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