Virtual Meetings for the Governing Board

The following post was originally a newsletter a long while back for our BoardGrowth subscribers.  We pulled it out, dusted it off and retooled it for today’s technology and the current COVID-19 crisis in which virtual meetings are a temporary requirement.

We realize that, since this post was originally written, virtual meetings have become common, if not the standard for some organizations and boards. However, that is not the case across all sizes and shapes of organizations.  For many of our readers, the virtual meeting is one more challenge among the many looming in the weeks ahead.  For those readers we offer a few guidelines for smoother sailing in these new waters.

Virtual meetings can be great, but…

Virtual meetings, like most everything else, have valid and useful places. With the current COVID-19 crisis, however, boards may need to conduct all their meetings via video or teleconference for several months. Below we share some keys and tips to make your virtual meetings valuable and productive for board members and the organizations they serve.

Boards have used video or teleconferencing when they need to make an urgent decision or desire to conserve costs. Although technology has made these meetings simpler and more cost-effective, virtual meetings can also be a source of great frustration for boards.  So, let’s talk about common issues with them and some special rules you can adopt to help you use these meetings effectively.

Before you schedule one, be sure its legal for your Board

First, are you allowed to use virtual meetings? If, for example, you’ve adopted Robert’s Rules of Order in your bylaws, you’ll need to amend them because Robert’s Rules of Order does not address virtual meetings. It may be wise to consult with your attorney re. whether changes in Bylaws or board policies are needed to avoid any liability associated with conducting virtual meetings.

So, if you want to use video or teleconference meetings, change your bylaws or policies as needed to cover them, and, while you’re at it, be sure to:

• Distinguish between a virtual meeting and simply allowing some members to sit in on a face-to-face meeting via telephone or video-conference.
• Remember that a quorum in a face-to-face meeting consists of those present. If you wish to consider a member on the phone present, allow for it in your bylaws

Potential problems

There are a number of common problems with virtual meetings that just simply make them bothersome. Some are inherent to teleconferences specifically while some pertain to any type of virtual meeting. Problems include:

• Members speaking without being recognized
• Members not knowing who is speaking
• Difficulty controlling some members
• Not hearing from quiet members
• Not knowing the accuracy of voting.
• Difficulty tracking who may not be participating but whose viewpoint should be heard to assure that decisions are well thought out and supported
• Challenges associated with creating accurate minutes of virtual meetings

Persistent problems, such as these, discourage members from attending virtual meetings or participating at their normal level, thus making it difficult to attain a quorum and/or hold quality discussions .  Such problems also risk that decisions will not be well supported should they become controversial which is a risk factor.

Overcoming the challenges by adopting some special rules

You can avoid at least some of the challenges of virtual meetings by adopting a special set of rules that govern them. Some examples:

• If face-to-face meetings are your standard, but are not possible in the next couple months, postpone sensitive and complex decisions as best you can for your next face to face board meeting or at least until you have a couple successful virtual meetings under your belt.
• Make notification of the meeting according to the bylaws. Include an agenda that spells out items, as well as the start times for each. (The chairman is responsible for sticking to the agenda.) As much as possible adhere to your normal routine with board packets, consent agendas and the like.
• Keep the focus on the meeting. (That is, no TV, music, computer use, interruption by children, and so forth.)
• Members must identify themselves by first name when requesting to speak.
• The Chair will maintain a log of those wishing to speak on a motion.
• Members will speak only when recognized by the chair
• Make a point to ask members who have not spoken if they wish to speak on an issue before voting
• Be sure to follow the rules re. Call for the Question. Many boards are in the habit of moving on to a vote when a single member simply rises and asks to “Call for the Question”.  Under Robert’s Rules, this is a motion in itself and must be voted upon before debate is closed and you move on to a vote.  Because of the inability to read body language re. who might be anxious about an issue, it is important that the chair assure that the majority wish to close off debate before moving on to a vote.

Discourage the inclusion of individuals by phone in face-to-face meetings

On the flipside of the necessity for virtual meetings, once the COVID-19 crisis is over and your board is able to return to face-to-face meetings, I would discourage you from allowing members to be included virtually. There are a number of reasons for this:

• It can cause disruptions.
• It allows directors to maintain good standing without making the effort to be physically present, which is discouraging to those directors who do make the effort to be physically present.
• It makes it more difficult to maintain security and fulfill your Duty of Care.

Your experience may be that telephonic participation is fine but if not, then consider a provision in your policies that limit the number of times members can be absent and/or can participate via teleconference.

Finally, a word about use of committees or sub-groups

Because a teleconference or virtual meeting with a large group is challenging, consider using sub-groups or committees to thoroughly analyze an issue, define alternatives and propose solutions before convening the whole board to make a decision.  You could also use the Chair and CEO for this purpose.

Overall, and as with most any challenge, the success of the group depends on the commitment, level-headedness and perseverance of the individuals who make up the group.  Let’s keep our heads about us and determine to do what is best for each other and for the organizations we serve as we move through this crisis. Stay well!