It seems these days everyone’s schedules are more hectic than ever, and board members schedules are no different. Because of scheduling difficulty and, in some cases, convenience, we have boards of directors that hold their board meetings via online services such as Skype, GoToMeeting, and Google Plus Hangouts.
With these online services, board members have the ability to hear one another through microphones and speakers and to view each other through video cameras, regardless of where the other board members are located. These services also allow board members to share architectural plans, vendor proposals, or other documents that are circulated during the meeting.
While these are virtual meetings, they must be conducted in the same legal manner in which board meeting would be held. There must be a quorum, called to order, minutes taken, etc.
It is important to know your governing documents, along with the state statues, to ensure that virtual meetings are allowed and to be aware of what rules govern virtual meetings. For example, most state statutes require that all board members participating in a virtual meeting be able to “hear” one another simultaneously at this board meeting. An online meeting with no audio element, such as just instant messenger, could violate this legal requirement.
However, an alternative may be to vote by written consent. Some state nonprofit acts allow board votes by written consent, so a board of directors could use an online forum for debate and vote via email. The association’s governing documents and state statutes may require votes by written consent to be unanimous.
Conducting a board meeting with a simultaneous telephone conference call, in addition to a virtual online presence, would generally meet the legal requirement in most states. Utilizing web conferencing technology via a computer with audio ability would meet the legal requirements of a board of directors meeting.
Fine Points of Online Meetings:
- The meeting chair must be proactive and control the debate in a timely and orderly fashion.
- Have a timed and precise agenda and do not deviate
- Everyone must announce themselves before talking
- Mute your phone unless talking, especially if there is background noise
- Avoid rustling papers or creating other noise if near a microphone
- Refrain from talking when others are speaking WDMC
Copyright – William Douglas Management, Inc. 2016