Given the current coronavirus epidemic, many companies have opted to conduct their board meetings by conference calls or Skype rather than holding meetings in person. The rules for carrying out virtual board meetings are usually set out in a company’s constitutional documents, such as its articles of association.
Virtual board meetings – checking your articles of association
Before considering the various alternative methods available, it is worth checking your articles of association to ensure that they permit virtual meetings, especially if your company was formed before October 2009 as your articles may contain restrictions on how you can conduct board meetings. A well drafted set of articles will usually permit board meetings by conference call or other electronic means. However, even if your articles don’t expressly prohibit virtual meetings they may contain other provisions which imply that directors must meet in person in order to convene a valid meeting.
Directors failing to comply with the articles are in breach of the duties owed by them to their company and could face legal action.
How Nelsons can help
If you require any advice in relation to virtual board meetings, articles of association or any related topics, please get in touch with Palbir or another member of our team in Derby, Leicester or Nottingham on 0800 024 1976 or via our online enquiry form.