Online Voting for Boards of Directors

A virtual board meeting is a meeting of a company’s governing body that is held entirely or partially via videoconference, in which board members deliberate and vote without needing to be physically present in the same location. The Capital Companies Act (Art. 247 LSC) permits this format provided that no board member objects and that the system used ensures the recognition and identification of attendees, continuous communication among them, and the ability to participate and cast votes in real time.

The voting process on a board of directors always follows the same procedure, whether in person or online:
1) Calling the meeting: The board is convened with the corresponding agenda.
2) Deliberation on agenda items: The chairperson opens each agenda item for discussion.  
3) Casting of votes: Each director votes in favor, against, or abstains, either personally or by delegating their vote to another director.
4) Approval of resolutions: A resolution is approved when it receives the favorable vote of a majority of the directors present or represented, unless the bylaws require a supermajority for certain matters.  
5) Generation of the minutes: The system automatically generates the meeting minutes, including the results of each vote.

In a virtual board meeting, the identification of board members, the casting of votes, and the tallying of results are all conducted through the platform.

• At an in-person board meeting, all board members are physically present in the same location.
• In a hybrid meeting, some board members attend in person, while others join via videoconference.
• In a 100% virtual meeting, no board member is physically present, and the entire meeting takes place via a digital platform.

Yes, Article 247 of the Corporations Act allows the board of directors to meet via videoconference or teleconference, provided that no director expressly objects and that the system used ensures the secure identification of attendees and real-time communication throughout the session.

Yes, provided that the voting process ensures the identification of voters, the integrity of the votes cast, and the traceability of the results. A record generated by a system such as Kuorum automatically captures these elements and is designed to withstand challenges.

Yes, a board member may delegate their vote to another board member, with or without specific voting instructions, as permitted by corporate regulations. Electronic voting platforms such as Kuorum automatically manage this delegation and record it in the minutes.

Yes, provided that it is expressly provided for in the articles of incorporation. Weighted voting involves assigning each director a different voting weight—rather than each vote counting as an equal unit—based on a criterion agreed upon in advance, such as the number of shares represented, the position held on the board, or another criterion set forth in the articles of incorporation. It is particularly common in companies where directors represent shareholders with unequal stakes, or on the boards of foundations and associations where certain positions carry greater decision-making weight.
If your organization needs to implement this, Kuorum allows you to configure weighted voting by automatically assigning each director’s weight and calculating the result without having to do so manually.

The quorum is calculated the same way as for an in-person board meeting: half plus one of the board members must be present or represented, unless the bylaws specify a different majority. In an online vote, this calculation can be automated and displayed in real time during the session.

The regulations require that the system ensure real-time communication throughout the entire session; if a board member loses their connection and is unable to participate, that period does not count as valid attendance for the purposes of quorum and voting. That is why it is important to have dedicated technical support available during the session.

It is not mandatory for the articles of incorporation to expressly provide for this with respect to the board of directors (unlike the general meeting, where such a provision in the articles of incorporation is typically required), but if any director objects to holding the meeting remotely, the meeting may not be held by this means unless the articles of incorporation also permit it.

• Secure voter identification (e.g., two-factor authentication)
• Communications Encryption
• Traceability of the Cast Vote
• Recognized information security certifications such as ISO 27001.