Is an online general meeting valid? Bylaws, law and the safe route

The question comes up in every board that considers moving its general meeting online: will the decisions hold? The short answer is that an online meeting is as valid as the rules you hold it under. Those rules come from two places, your bylaws and, for some types of organisation, a statute. This guide takes them in the order you should check them.

Bylaws first

Read the section on general meetings in your bylaws and look for anything about place, form and communication. You will find one of three things.

The bylaws expressly allow electronic participation or electronic meetings. Then you can hold the meeting online, following whatever conditions the clause sets, such as a notice that describes the system.

The bylaws name a place, for example "the meeting is held in the municipality where the property is located". That is not fatal to going online, but it means there must be a physical venue at that place. Remote participation can be offered on top.

The bylaws are silent. A bylaw written in 1987 did not imagine a video link. Silence is usually not a prohibition, but a member who objects can argue that the bylaws assume physical attendance, and then somebody has to decide. The risk is rarely that the meeting is void on its own; it is that a decision is challenged and you cannot show it was taken properly.

The hybrid meeting as the safe route

If the bylaws are silent or name a place, a hybrid meeting is the answer. There is a physical venue as before, and members who prefer to join from home may do so. No member is deprived of anything they had before, which is what a challenge would have to show.

Use the hybrid meeting to fix the bylaws. Put an amendment on the agenda that allows online or hybrid meetings in future and sets the minimum the notice must contain. Once adopted, the question does not come up again.

Country notes

Denmark. Limited companies have an explicit basis in the Companies Act (selskabsloven § 77): the board can offer electronic participation alongside a physical meeting unless the articles prevent it, while a fully electronic meeting without a venue requires a decision by the general meeting that is recorded in the articles. Associations, housing co-operatives and owners' associations have no general statute on the point, so the bylaws decide.

Germany. Since the March 2023 reform of § 32 BGB, the board of a registered association may convene a hybrid meeting without any bylaw clause. A purely virtual meeting requires either a bylaw clause or a prior resolution of the members allowing it. A resolution taken without any meeting at all is valid only if all members declare their consent in text form (§ 32 (3) BGB). Owners' associations follow § 23 WEG, under which online participation can be enabled by majority resolution and, since October 2024, purely virtual meetings by qualified majority.

France. Co-ownerships under the law of 10 July 1965 may, since the 2019 ordinance, let owners participate by video or audio conference and vote by post (article 17-1 A), provided the assembly has decided on the technical means. Associations under the 1901 law have no such provision; the statutes govern, and where they are silent, an amendment to the statutes or a decision of the general assembly is the safe path.

Elsewhere. For most clubs, unions and associations in other countries the position is the same as for French associations: the bylaws decide, and where they are silent, take the hybrid route. If you are a company or a regulated body, check the statute that applies to you before you rely on the bylaws alone.

What "valid" requires in practice

Whatever the legal basis, four conditions have to be met, and a challenge will usually attack one of them.

• The notice went out in the form and within the period the bylaws require, and it described the format: the system, how to join, how to vote, and the deadline for proxies.
• Every eligible member could take part and vote. A member without email received the notice by post and could attend in person or give a proxy.
• One vote per member, with the right weight. Personal links, not a shared one.
• The result was established by the chair and documented with votes for, against and abstentions.

Documentation

Keep five things together: a copy of the notice with the date it was sent, the voter list as it stood when the notice went out, the list of proxies, the timestamped record from the voting system, and the signed minutes. The minutes should state that the meeting was held as a hybrid or online meeting, how many took part in each way, and any technical incident and how the chair handled it.

That file is what you hand over if a member challenges a decision. In a French co-ownership a challenge must be brought within two months of the minutes being notified (article 42 of the law of 10 July 1965); in other organisations the period depends on the bylaws and general law. Either way, the file answers the three usual arguments: the notice was defective, a member was excluded, or the count was wrong.

Checklist

• Bylaws read: express permission, named place, or silence.
• Statute checked for your type of organisation and country.
• If in doubt, hybrid with a physical venue, and a bylaw amendment on the agenda.
• Notice describes the format, the system and the proxy deadline.
• Notice, voter list, proxies, record and minutes kept together.

The step-by-step guide covers the practical side once the legal basis is clear.