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Can Your Board Conduct Virtual Meetings?

By Jennifer Coleman, CPA CFE

If your not-for-profit is like most organizations right now, you are navigating how to remain productive and serve your mission during a time of social distancing and disruption. You may be struggling with how your board can continue to meet and vote with strict limits on gatherings. Teleconference, web-based platforms, or conducting discussions and votes by email are alternative options. However, there are some considerations and best practices to weigh before employing alternative methods for board meetings and decision-making.

Is It Legal?

Every state has their own laws regulating nonprofit entities and boards. It is advisable to consult your attorney before scheduling virtual meetings or undertaking board actions outside of your traditional process.

Is It a Good Idea?

It is a good idea to come up with strategies to be productive when meeting in person is not possible. But organizations need to evaluate what method will work for their situation and how to manage potential issues associated with that option.

Email is popular because it is easy, free and ubiquitous. It involves little effort or cost to create an email discussion for an agenda item.  The biggest weakness of an email discussion is ensuring everyone is reading and responding promptly.  If a board member doesn’t check the discussion thread frequently, he or she will be late to address a question or comment raised by another board member and the discussion may have moved on. If a motion is made or the vote begins and a member sees others have already voted, it suppresses additional questions or comments.

It is important that email votes be specific and that there are no qualifiers. For example, a board member can’t vote “yes, as long as we do x, y, z first.” It helps to define and limit the acceptable vote responses in advance of the vote. Equally important is that all email discussion, motions, and votes are maintained as part of the organization’s minutes kept by the secretary. 

Email voting can work well for routine, uncontroversial business items, but it tends to suppress open discussion. It is not ideal for discussion and actions on significant or controversial items.

Teleconferences have been around for a long time. The advantage over an email discussion is the discussion and vote occur at a set time, so everyone is participating simultaneously. The technology to set up a conference call is inexpensive and your existing phone service provider may be able to assist. However, telephone conferences work best with a small number of participants.  The quality of the connection can degrade with too many people.

The lack of visual connection to the speakers can also inhibit communication. It’s easy for participants to inadvertently interrupt or talk over others, making it harder for participants to follow the discussion.  Your secretary will need board members to identify themselves each time they speak so he or she can properly record the minutes.

Like teleconferences, web-conferencing has the advantage of setting a specific time for the discussion and vote. Depending on the set-up, comments and questions can be submitted in writing or speakers can be queued to prevent talking over each other. It is a better option than a teleconference for larger groups or more complicated topics.  Documents can be shared onscreen and participants can have a visual of the speaker. This allows for non-verbal communication and an easier flow of discussion.

The main drawbacks of web-conferencing are the potential cost and participants’ comfort with technology. It requires every participant to have a strong internet connection and some technical proficiency.  Speakers and those sharing documents or a slide show on a web conference platform may need extra training or support. Do your research into the available services to find the most cost-effective one for your needs. There are some geared specifically to nonprofit boards. Some larger platforms like Google Hangout and Zoom are offering free introductory offers to help smaller organizations adjust to the requirements of social distancing and telecommuting.

Where Do I Start?

The first step in transitioning to virtual meetings is to discuss what option will work best for your organization in the short- and long-term.  You may find email is sufficient for short-term needs while you research a web-conferencing platform that is right for your organization.

You will also need to review your organization’s policies and bylaws to ensure there is nothing to prevent your board from meeting, voting, or taking any other action via virtual meeting.

Before launching your first virtual action, your organization should draft and share with the board members policies and procedures for virtual meetings and votes. The following are key elements your virtual meeting policy should address:

  1. State discussions and actions taken during a virtual meeting are considered official and minutes will be recorded.
  2. Agendas should be distributed in advance along with any required notice of votes.
  3. Any existing board meeting attendance requirements should be updated to include virtual meeting participation.
  4. Outline how participants should make motions and how votes are recorded to ensure board members' rights and responsibilities are not diminished.
  5. If using email to record votes, spell out the time limit to respond to motions and votes.
  6. Set expectations board members are expected to focus on the meeting and not be engaged in unrelated activities.
  7. Consider sensitive decisions to exclude from virtual meetings, such as hiring decisions or long-term financial commitments. Require in-person meetings and voting for these.
  8. Include any procedures or protections of board actions should a participant experience a technical problem during a virtual meeting. For example, if a member drops the call or loses connectivity, does the board postpone action?

The organization will also need to address training and support. No matter what platform the organization uses, participants must understand how to ask questions and make comments. Members need to know who to contact if they have technical problems or get disconnected. Setting expectations for full participation, even with a virtual meeting, is important.

It’s never ideal to rush into a decision about a major operational change—such as moving from in-person to virtual meetings. However, under the circumstance, most nonprofit organizations should be deliberating how their board can continue to accomplish their duties outside of traditional, in-person assemblies. We hope the tips in this article can help your organization implement the change in the best way possible.

Jennifer Coleman, CPA, CFE is the assurance and quality control partner of Myers, Brettholtz & Company, PA. She is a member of the American Institute of Certified Public Accountants, the Florida Institute of Certified Public Accountants and the Association of Certified Fraud Examiners.

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