How to run a general meeting vote online: a step-by-step guide

More and more associations hold their general meeting online or as a hybrid, with some members in the room and others joining from home. The upside is clear: higher attendance, fewer proxies, and minutes that are ready the same evening. The downside is that more has to be in place beforehand. Here is the order to do it in.

1. Check the bylaws before you send the notice

Read the section on general meetings in your bylaws and look for three things: does it say where the meeting must be held, does it say anything about written or secret ballots, and does it mention electronic communication or remote participation?

If the bylaws are silent on remote participation, you have two routes. The safe one is to adopt a bylaw amendment at an ordinary meeting that allows online meetings in future. The quick one is a hybrid meeting with a physical venue, where remote participation is offered as an addition. Either way, describe the format in the notice so nobody can claim they were not told.

Rules differ by country. Danish limited companies have an explicit legal basis for electronic general meetings in the Companies Act, German registered associations have had one since the March 2023 reform of § 32 BGB, and French co-ownerships may use postal voting and video participation under rules introduced in 2019. For associations without a specific statute, the bylaws decide.

2. Build the voter list with voting weights

An online meeting stands or falls with the voter list. It needs every member, an email address, and the member's voting weight: one vote per unit, per share, or per member, depending on the type of association. If a member owns several units, the list must show it.

The list is also your record of who was eligible. Keep the version you sent the notice from.

3. Send the notice with a link and a proxy deadline

Send the notice as usual, within the period the bylaws require. What is new is that each member receives a personal link to the meeting and the vote. The link is personal because that is how the system knows who is voting and guarantees one vote per eligible member.

Put a deadline for proxies in the notice, ideally a day before the meeting. The chair then knows how many votes are in play before the meeting opens. See the guide on proxy voting at an online general meeting.

4. Prepare each item on the agenda

Create every vote in advance: election of the chair, approval of the accounts, board proposals, member proposals, board elections. For each item decide whether the ballot is open or secret and what majority is required. Bylaw amendments often need a qualified majority, and some bylaws require a minimum share of members to be represented.

An amendment raised during the meeting can be added by the chair on the spot. It takes half a minute, but the system must allow it.

5. The meeting: the chair runs it, the system counts

During the meeting the chair opens each vote when the debate is over and closes it when everyone has voted. Members vote on their phone or computer, whether they are in the room or at home. The result is visible immediately, and the chair declares whether the motion is carried.

Two practical tips. Hold a short test vote as the first item, such as "can everyone see this and vote?". It catches technical problems before they matter. And agree in advance what happens if a member loses their connection mid-vote. The simple answer is that the chair keeps the vote open a couple of minutes longer.

6. Record and minutes

After the meeting, the minutes must state what the chair established: the number of eligible voters, the number present including proxies, and for each item the result with votes for, against and abstentions. Attach the timestamped record from the voting system. That record is what makes the decisions hold up if they are later challenged.

The chair and the secretary sign the minutes as usual. The meeting being online changes nothing there.

Checklist

• The bylaws allow an online or hybrid meeting, or the meeting is a hybrid with a physical venue.
• The voter list with email and voting weight per member is ready and saved.
• The notice describes the format, the link and the proxy deadline.
• Every agenda item is set up with its majority requirement.
• The chair has access and has tried the system.
• The record is attached to the minutes.