Your board has not met in one room for years. People dial in from a home office, a hotel, a parking lot before the next thing. The meeting still happens. The decisions still get made. And every so often someone asks the quiet question nobody wants to answer on the spot: is any of this actually valid?
It usually is. Remote attendance is legal almost everywhere, and a director on a video call generally counts toward quorum the same as a director in the room. But “almost everywhere” and “generally” are doing real work in that sentence. Whether your remote meeting holds up comes down to three things: the law that governs your organization, what your own bylaws say, and the technology you meet on. Get those three lined up and a virtual board meeting is as solid as one held around a table. Miss one and you can spend a meeting making decisions that do not count.
This page walks through all three, for both the United States and Canada, so you know your remote meetings reach quorum and stand up later.
Are virtual board meetings legal?
Yes, in almost every case. Across the United States and Canada, the default rule is that directors can meet remotely and conduct real business, whether everyone is on video or half the board is in the room. And despite what a surprising number of guides still imply, this is not leftover pandemic permission. Canada’s federal electronic-participation rules have been permanent law since the modernization amendments of 2001, and most US corporate statutes allowed remote participation long before 2020.
So the real question is not “are they legal” but “what makes yours legal.” Three things have to be true at the same time.
The law that governs you allows it. Most modern corporate statutes permit electronic meetings by default. Federally in Canada, business corporations and not-for-profits can both meet by phone or video. In the US, Delaware and the Model Business Corporation Act (which most states follow) say a director who participates remotely is present at the meeting. A handful of state nonprofit acts are stricter and make you opt in through your bylaws first, so check the statute that actually applies to your organization.
Your own bylaws allow it. This is the part that trips boards up. The statute can permit remote attendance while your bylaws quietly require “presence in person.” Older bylaws often do. If yours are silent or restrictive, the fix is a short amendment before your next online meeting, usually a single board vote. One related trap: Robert’s Rules of Order does not authorize electronic meetings on its own. If your organization names it as parliamentary authority, you also need a bylaw or standing rule permitting electronic meetings, even where the statute already allows them.
Everyone can communicate properly. The two countries phrase the standard differently. Most US statutes ask whether all directors can hear each other simultaneously; Canadian statutes ask whether everyone can communicate adequately. In practice the line falls in the same place. A phone call passes both. Video passes both. Email and chat threads pass neither, because nobody is communicating at the same moment, and a decision stitched together asynchronously is not a meeting. The standard also runs for the whole meeting: a director whose connection degrades to the point that they can no longer follow the discussion and be heard stops counting toward quorum until they are back.
Federal corporations in Canada carry one extra condition: all of the directors must consent to the electronic format, not just the ones dialing in. Your bylaws can streamline how that consent is collected and recorded, which is what most boards do, but the requirement itself sits in the statute and a bylaw cannot remove it. Most US statutes have no equivalent, which is exactly why it gets missed.
How many directors do you need present?
Before you worry about who is remote, you need your quorum number. Enter your board size and rule and the free Quorum Calculator returns the exact count you need present for a valid meeting, in person or online. No sign-up required.
Does a remote director count toward quorum?
Yes. This is the question behind the question, and it decides whether your meeting can do anything at all. Under both US and Canadian law, a director who joins by an approved electronic means is treated as present. Present means they count toward quorum, exactly like someone sitting at the table.
So if your bylaws set quorum at five directors, five directors on a video call is quorum. Three in the room and two on screen is quorum. A fully remote board can reach quorum with nobody physically together at all. The rule cares about participation, not location.
Two practical cautions, because the count is easy to get wrong remotely.
Presence means participating, not just connected. A director who dials in, mutes, and walks away looks present on the attendance list, but a decision made while they were absent in everything but name is exposed. Simple discipline fixes it: cameras on for the quorum check, and the chair engaging each remote director by name at least once so participation is on the record.
Quorum can hold while the vote quietly fails. Quorum is how many people are present. A vote is how many vote yes. You can have full quorum on a call and still lose a motion, or run into trouble when several directors recuse on a conflicted item. Count your eligible voters, not just the attendance number. The quorum for a board meeting guide covers the difference in full.
Remote meeting rules by jurisdiction
Here is where remote board meetings stand by default. Your governing statute, articles, and bylaws are always the final word.
* This is a general guide to the default rules, not legal advice. Your governing statute, articles, and bylaws control and can set a different rule. Confirm your organization’s position before relying on these defaults.
One Canadian outlier deserves its own flag. British Columbia’s business corporations statute lets a remote director count as present, but it never expressly says a meeting can be entirely virtual, with no physical location at all. Until that ambiguity gets settled, the safer route for a BC company is a hybrid meeting anchored to a physical place, and a conversation with counsel before going virtual-only.
What became permanent after the pandemic, and what expired
This is where a lot of published guidance is quietly out of date. Some pandemic-era permissions became permanent law. Others expired and took their permissions with them.
- California: permanent. A 2024 law removed the sunset date on virtual meeting authority, so it no longer expires.
- New York nonprofits: permanent. Virtual member meetings were permanently allowed in 2021. Board meetings were already covered.
- District of Columbia: expired. The temporary pandemic authority lapsed in 2022. A DC nonprofit whose bylaws do not permit virtual meetings needs an amendment before holding one.
- US federal credit unions: expired. The emergency exemption ended with 2022. The standing rule now: a federal credit union board can hold all but one of its board meetings each year virtually, and one must be in person.
Juggling multiple tools?
A video link, a separate attendance sheet, and a vote you are tallying by ear is how the count slips. Aprio Board Portal keeps the meeting, the materials, attendance, and voting in one place, so you can see who is present and how each director took part without leaving the room.
Hybrid vs. fully remote: the rules shift
A meeting where everyone is remote and a meeting where some people are in the room and others are on a screen are not the same animal. The legal foundation is identical, but the practical risks differ, and the hybrid format is where boards get sloppy. Here is what changes.
The classic hybrid failure is a voice vote. Three directors in the room, two on video, the chair asks for “all in favor,” and the room carries the moment while the remote directors get lost in audio lag. The minutes then record a unanimous vote that was really three to nothing with two unclear. A roll call fixes it: each director called by name, each vote recorded on its own.
What the technology actually has to do
The law sets a low bar on the platform itself, and a high bar on what the platform has to make possible. No statute names a product. What they require is that the meeting works like a real meeting. In practice, your setup needs to cover five things.
- Real-time communication. Everyone can hear and speak as it happens, for the whole meeting. This is the legal floor.
- Identity you can verify. The corporate secretary needs to confirm who is actually on the call, not just which phone numbers connected.
- Materials that are visible and secure. Every director can see the board materials during the meeting, and those materials are not floating around as unsecured email attachments.
- Confidential sessions that stay confidential. You can move into an in-camera session on a separate channel that keeps management and guests out.
- Attendance that logs itself. Join and leave times are captured, so if a connection drops you know exactly when a director stopped counting toward quorum.
A consumer video call can give you the first one. The other four are where a board portal earns its place. Aprio connects to the video tools your board already uses (Zoom, Microsoft Teams, and Webex) and wraps the meeting around them: directors join the call from inside the portal, the board book is open on the same screen, attendance is tracked, votes are recorded, and an in-camera session runs on its own secure channel. The video runs on the platform you know. Everything that makes the meeting count lives in one place around it.
Notice, voting, and minutes for a remote meeting
The format changes a few of the basics. None of it is hard, but skipping a step is how a clean meeting turns into a contested one later.
Notice. Make the format unmissable. For a fully virtual meeting, say so and include the access details every director needs to join. For a hybrid meeting, give the physical location and the remote option both. No director should be able to say later that they did not know how to attend.
Voting. Roll call, every time, for anything remote or hybrid. It is the only clean proof of who voted and how. And if your directors cannot meet at all, the route is a written resolution signed by every director, not a decision assembled over an email thread.
Minutes. Record how each director participated, who was in the room, who was remote, and that quorum was reached. If someone joined late or dropped off, note when. This is the record that answers “was that meeting valid” a year later, and it costs nothing to get right in the moment.
Sector-specific rules to watch
The general framework holds across the board. A few sectors carry extra conditions that are easy to miss.
Self-audit: is your remote meeting compliant?
Run through this before your next virtual or hybrid meeting. If you can check every box, your quorum and your decisions are on solid ground.
- Your bylaws explicitly authorize remote attendance for quorum purposes (and if you follow Robert’s Rules, you have a rule permitting electronic meetings).
- Your meeting notices specify the remote access information (and the physical location, if hybrid).
- You use roll call voting for every hybrid and remote meeting.
- Your platform lets all participants communicate at the same time, in real time.
- You can run a confidential in-camera session securely in the remote format.
- Your minutes record how each director participated and that quorum was reached.
- Board materials are accessible securely during the meeting, not sent as loose attachments.
A “no” on the first box is the one to fix today. A short amendment now is far cheaper than re-ratifying a year of decisions later.
See how Aprio runs a remote board meeting
Launch the call from inside the portal on the video tool you already use, with the board book, attendance, roll call voting, and a secure in-camera session all in one place. Take a look at how the virtual meeting workflow fits together.
Frequently Asked Questions
Are virtual board meetings legal?
Yes, almost everywhere in the US and Canada, and the authority is permanent law, not a pandemic measure. The conditions: your bylaws allow it, and everyone can communicate in real time.
Do remote directors count toward quorum?
Yes. A director who joins by an approved electronic means is treated as present and counts toward quorum exactly like a director in the room, in hybrid and fully remote meetings alike.
Can a board hold a meeting entirely online?
In most places, yes, and it is as valid as meeting in person. The notable exception is British Columbia, where the business corporations statute is ambiguous on virtual-only meetings and a hybrid format with a physical location is safer.
Can directors vote by email between meetings?
No. Email is asynchronous, so it is not a meeting and not a vote. The recognized alternative is a written resolution signed by every director.
Does our technology platform have to be a specific product?
No statute names a product. A conference call or any modern video platform meets the legal standard; the practical needs (verifying identity, secure materials, in-camera sessions, attendance logs) are where a board portal earns its keep.
Do our bylaws need to be updated for remote meetings?
Check them before your next virtual meeting. If they are silent or require presence in person, amend them first, and if Robert’s Rules is your parliamentary authority, add an electronic-meetings rule at the same time.
How should remote participation be recorded in the minutes?
Note who attended in person, who attended remotely, and that quorum was reached. Record late joins and early drops, since both can affect which votes a director was present for.