How the new normal impacts on virtual board meeting governance

In our previous two articles, we explored practical ways companies can address common virtual meeting challenges and highlighted the opportunities created by remote collaboration. In this article, we turn our attention to the regulatory implications of virtual board meetings in today’s corporate landscape.

The Regulatory Shift Toward Virtual Meetings

Even before the pandemic, U.S. corporate law had begun evolving to accommodate electronic governance and remote operations. This shift was driven by the growing adoption of video conferencing tools like Zoom, Microsoft Teams, and Cisco Webex. Today, these platforms are deeply embedded in business routines—especially at the board level.

Fortunately, most U.S. states have updated their corporate statutes to reflect this reality. Virtual board meetings are now widely accepted, as long as companies comply with state laws and their own corporate bylaws.

For example, under Delaware General Corporation Law (DGCL)—a common standard for U.S. companies—board meetings may be held entirely via electronic means, so long as all participants can communicate with one another. In this context, electronic participation is treated as equivalent to physical attendance.

Electronic Notices and Meeting Validity

Most U.S. corporate statutes allow for electronic delivery of meeting notices, assuming prior consent from directors or as permitted by company bylaws. As with traditional meetings, proper notice and reasonable lead time remain essential.

Board resolutions and other corporate actions taken during a virtual meeting are valid if conducted according to legal requirements and the company’s governing documents. Resolutions can be adopted electronically, provided the company ensures accurate identity verification and maintains proper records.

Electronic Signatures and Voting

The U.S. federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and similar state-level laws (like the Uniform Electronic Transactions Act, or UETA) confirm that electronic signatures have the same legal effect as handwritten ones in most business contexts.

That means directors can sign resolutions, minutes, or other board documents electronically. An authenticated click to vote or sign—through a secure board portal or email, for example—is legally acceptable, provided that identity authentication and data integrity are preserved.

Some companies may choose to adopt additional signature verification tools, like DocuSign or Adobe Sign, to meet higher compliance or security standards. These tools help ensure that signatures meet enforceability standards and can be easily audited.

Compliance and Corporate Governance

As virtual board meetings become routine, governance best practices must evolve accordingly. Here are a few compliance considerations U.S. companies should keep in mind:

• Check Your Bylaws: Ensure your bylaws explicitly permit electronic meetings, voting, and document execution.

• Maintain Secure Systems: Use secure, authenticated platforms for delivering notices, hosting meetings, and capturing votes or signatures.

• Retain Proper Records: Keep accurate logs of attendance, resolutions passed, and votes recorded—just as you would for an in-person meeting.

• Address Accessibility: Ensure all directors can fully participate, particularly with regard to communication technology and time zones.

The Bottom Line

Virtual board meetings are here to stay. They offer convenience and efficiency, but they must be governed by clear legal frameworks and sound governance practices. For U.S. companies, adapting to these requirements means reviewing bylaws, adopting secure systems, and aligning with both state and federal laws that govern electronic participation.

As the corporate world embraces the hybrid future, staying compliant is not just a legal obligation—it’s key to maintaining trust, accountability, and effective board oversight.

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[Updated: May 2025]