The board meets online. Members cast electronic ballots. Committees handle business between scheduled meetings. These arrangements may work well for the association—but do its bylaws support them?
That question is easy to overlook when meetings run smoothly and everyone understands the routine. The gap tends to attract attention when someone questions a vote, challenges a decision, or asks where a particular procedure appears in the governing documents. That is not the ideal moment to discover that the written rules and everyday practice have taken different paths.
Keeping them aligned does not have to mean starting over. It means taking a thoughtful look at how the association makes decisions, checking the rules that apply, and addressing any mismatches before they become problems. Remote and hybrid meetings are useful examples, but the same approach applies to notices, elections, committee work, and other governance practices.
Start with What Actually Happens
Before opening a bylaw draft, start with a few practical questions. How does the association send meeting notices? Who decides whether a meeting will be in person, remote, or hybrid? How do remote attendees join the discussion and vote? What happens when the board needs to make a decision before its next scheduled meeting?
The answers may reveal some familiar assumptions. Perhaps the board regularly approves matters by email, but no one has checked the rules for doing so. Perhaps the membership meeting always takes place during the annual conference, although the bylaws describe a different schedule or location. Or perhaps electronic notices have become routine without anyone confirming the delivery requirements.
None of those observations automatically means the association needs new bylaws. Existing law or governing documents may already support the practice. In other cases, the answer may be a clearer policy, a bylaw amendment, or a change in the practice itself.
That last possibility matters. The goal is not to rewrite the bylaws around every current habit. It is to make sure the association’s practices and written rules work together—and comply with the law.
Check the Rules Behind the Routine
Once the association understands its current practices, the next question is straightforward: What allows it to operate that way?
The review should consider the law governing the association’s type of organization and state of incorporation, along with its articles of incorporation, bylaws, and other applicable governance rules. The state where the annual conference takes place, or where the executive director works, is not necessarily the state whose corporate law governs the association’s internal decision-making.
The answer also depends on the particular practice. A law may allow remote participation unless the governing documents prohibit it. Another procedure may require express authorization or come with conditions the association cannot change through its bylaws. Bylaws that say nothing about a practice therefore present a different question from bylaws that expressly forbid it. Clear language can help, but silence does not always mean a practice is prohibited.
It is also worth slowing down when the discussion turns to “electronic voting.” That phrase can describe several different things. Voting during a live remote meeting is not the same as casting a ballot outside a meeting. A proxy authorizes another person to act; it is not simply another name for an electronic ballot. And the rules for directors, committees, and members may differ.
These distinctions have practical consequences. A platform that lets attendees watch a presentation may not allow the two-way communication required for a governance meeting. Remote and hybrid procedures need to support notice, attendance, quorum, discussion, and voting—not just a reliable video feed.
Illinois offers a useful example of why these distinctions matter. Its General Not For Profit Corporation Act expressly permits members to vote by ballot without a meeting through mail, email, or other electronic means, unless the articles or bylaws provide otherwise. The process must satisfy the statute’s requirements for notice, an opportunity to vote for or against the proposal, quorum, approval, and voting periods. Voting generally must remain open for at least five days, with at least 20 days required for specified major actions. An email ballot can therefore be a valid way to conduct member business; an informal exchange that overlooks those safeguards is a different matter. 805 ILCS 105/107.10(a)–(b).
Board action follows a separate rule. Under the Illinois Act, action without a board meeting requires written approval of the proposed action from all directors entitled to vote on it, unless the articles or bylaws prohibit that procedure. The approvals must also become part of the corporate records. The member-ballot provision does not authorize a majority of directors to approve board action by email outside a meeting. 805 ILCS 105/108.45(a)–(c).
The lesson is not that email voting is inherently improper. It is that the association must identify who is voting, which procedure applies, and what makes the approval effective. Email or a board portal may help document the required consent, but the technology alone does not establish compliance, and silence does not supply affirmative approval. Organizations incorporated elsewhere should check their own state’s enacted law rather than assume that a similar model-law background produces identical rules.
Give Bylaws and Policies Different Jobs
After identifying a gap, it can be tempting to put every solution into the bylaws. That can create a different problem: documents so detailed that even a routine technology change requires an amendment.
Bylaws should provide the framework. They can establish who may act, which meeting formats the association permits, who selects the format, and the core requirements for notice, quorum, voting, and action without a meeting. Where the law allows, that framework can give the association room to choose the format that fits the occasion.
Policies and meeting procedures can handle the practical details: verifying voting eligibility, recognizing remote speakers, administering ballots, documenting results, and responding when someone loses a connection. Those instructions matter, but they usually do not require naming a particular platform in the bylaws.
The key is to keep the roles clear. A policy can explain how to use an authority the association already has. It cannot override the law or the governing documents. Likewise, permission to hold a virtual meeting does not automatically authorize electronic ballots outside a meeting or resolve a conflicting notice requirement. Directors and staff should be able to follow the documents together without having to reconcile competing instructions in the middle of a vote.
Make the Changes Stick
A well-written amendment is only part of the work. The association also needs to adopt it through the process that currently applies. That means checking who can approve the change, what notice is necessary, and whether members or another body must vote. The proposed new procedure does not become available simply because it would make adoption easier.
Once the change takes effect, bring the working materials along with it. Update meeting notices, consent forms, election instructions, and other templates. Make sure directors, committee chairs, and staff understand the process before they need to use it. A brief walk-through can reveal a confusing instruction or a technology problem well before an important decision depends on it.
If the review raises questions about earlier decisions, address those separately with counsel. A new bylaw provision does not automatically fix a past procedural problem. The association may need further review or corrective action, depending on the circumstances.
Then make alignment a recurring task rather than a one-time project. Periodic reviews—and another look whenever the association makes a significant procedural change—can help prevent the documents and daily routines from drifting apart again.
Good governance does not depend on choosing between tradition and technology. It depends on having a decision-making process that the law permits, the governing documents support, and the people using it understand. When those pieces fit together, the bylaws become less of a document to consult only when a problem arises and more of a useful guide to how the association works.
Disclaimer: This article provides general information about U.S. contract principles and association governance practices, not legal advice. Applicable requirements and legal outcomes vary by jurisdiction, document, and circumstances. Reading this article does not create an attorney-client relationship with The Association Law Group LLC or its attorneys. Consult your own counsel before acting. Do not submit confidential information in response to this article or through a website form unless the firm has expressly authorized submission through an appropriate confidential channel.
