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Board Directors Must Navigate Conducting Board Meetings Through Digital Tools During The COVID-19 Crisis

One Director’s Take on “Virtual” Nonprofit Board Meetings During COVID-19

This week, the board of the Alice Paul Institute – where I serve as Vice Chair – held its first “virtual” board meeting because of the COVID-19 crisis, and it seems likely that the next few monthly meetings will follow suit. Alice Paul Institute is run by a very small, dedicated staff carrying out an impressive mission. Our headquarters is at Paulsdale, a 250-year-old Quaker farmhouse located in Mt. Laurel, New Jersey on more than six acres of protected farmland, and while the grounds are conducive to “social distancing,” having fifteen board members and staff seated close together around a board table is not.

Thankfully, this was not the first time our board has used online tools to facilitate meetings.  For several years we’ve been relying on the BoardEffect modern governance platform, with its handy GoToMeeting integration, to share documents and allow remote participation for those who are unable to make an in-person meeting. Still, holding the entire board meeting online was a new experience for us; regardless of what type of organization you work or serve on the board for – from nonprofit to local government to school boards and private companies – working through these challenges is key to continuing the process of governance. Below are some of our “lessons learned.”

Virtual Board Meeting Governance Considerations

What your organization is allowed to do during a virtual board meeting – or indeed, whether you’re allowed to hold a virtual board meeting at all – depends on the type of organization, state of incorporation, and your bylaws; definitely consult your attorney. We determined we were able to hold a virtual board meeting and vote on issues as long as we could hear one another. But the guidance provided by our state and bylaws isn’t very specific, and so we still had a number of dance steps to coordinate this first time around.

  1. Make time for a “mission moment”:
    At the start of every meeting, we have a “mission moment,” where board members share something they experienced since the last meeting which reconnected them to our mission. This time, we discussed how women handled the 1918 flu outbreak and quarantine, and how that crisis compares to the current one. As one director put it, “I’ve never been so exhausted before. Right now I’m a lawyer, a mom, a teacher, a chef, and a board member – all at the exact same moment, with too much stress and too little sleep.” Taking a moment to acknowledge what we’re all living through, can offer the group some much-needed support through camaraderie.
  2. Establishing quorum, and handling “closed session”:
    Web-conferencing makes this fairly easy by listing the names of most of the attendees. However, if a director dials in without joining online, you might not have a name identified with the caller, who might appear only as “Caller_1” in the Attendees list. We decided to do a formal role call at the start of the meeting, and had the “Entry/Exit Chimes” feature enabled so we could track when and if anyone joined or left the meeting for the sake of holding a closed session.
  3. How to handle motions, discussion and voting:
    Directors were asked to state their names when making or seconding a motion. Then the Chair would call for discussion, and it was tempting to move right along to the vote. But because there is often a little lag-time in virtual meetings, as directors naturally don’t want to accidentally speak over one another, we learned that it is extremely important to pause and allow a full ten-to-fifteen seconds of silence for discussion before calling for the vote.  Then the Board Secretary would take a formal role call for each vote to capture the “yeas,” “nays,” and “abstains,” individually in the minutes.
  4. Recording vs. minute-taking:
    One consideration every board should have is whether or not to record the virtual meeting. Web-conferencing systems make recording a session extremely easy – you simply hit “record” to capture both the video feed and audio. Some systems will even create an automated transcript, which is handy for the minutes. That said, you should absolutely consult your attorney on all these decisions as every recording and transcript would be considered part of the board’s records, and therefore discoverable later on. We did not record our meeting, and opted instead to take minutes. To make this more manageable logistically, our Board Secretary used two devices – her iPad to participate in the audio/video for the meeting, and her computer to take the minutes.

Troubleshooting Audio & Video

In normal times, I frequently write for Diligent Institute and often work remotely, holding meetings on WebEx, GoToMeeting and Zoom. I also co-host a biweekly podcast, so when I’m working from home I have an excellent audio set-up, including a boom mic and over-the-ear headphones that are very comfortable for long stretches of time.

Knowing my set-up is not the norm, I offered to help other directors navigate our web-conference meeting audio and video set-up, which included:

  1. Sending instructions for audio/webcam/web-conference set-up and testing a week in advance. GoToMeeting makes this simple, as they have wonderful “how to” guides and walk-through videos on their website. We sent these to the board with the meeting reminder, the GoToMeeting meeting link and dial-in information.
  2. Starting the web-conference session at least 30 minutes prior to the meeting. We strongly encouraged anyone new to web-conferencing to join at least 15-minutes early so we could work through the kinks.
  3. Helping attendees select the correct audio source. Attendees have to choose either device audio (computer, tablet, etc.) or the dial-in number; many first-timers accidentally use both simultaneously, which causes a high-pitched, rolling “screeching” sound. You can typically figure this out by looking for names on the “Attendees” list in the web-conference system who are using “device audio” and try muting them one at a time until the screeching stops. Then ask each person to say something until you can identify an unnamed “Caller_1” or “Caller_2” speaking – that’s the attendee who needs to switch their audio source on the web-conference control panel to “phone.”
  4. Encourage everyone to use headsets/ear buds. The quality of audio can vary wildly from device to device, but in my experience having everyone use headsets and ear buds helps greatly to reduce background noise and increase privacy (especially important if you plan to have a “closed session” during the meeting).
  5. Try out webcams and “tile view.” Webcams can be finicky, but if you can get them working they do add something to the meeting. In particular, they give you a much better sense for the level of engagement of the directors, or whether they are getting distracted (highly possible with so many households having multiple people in them working remotely). We found the “tile view” to be the best, and encouraged board members to turn off their self-view of their own cameras (to reduce self-consciousness).

Maintaining Stability As We Look Ahead

While this encapsulates the experience of one meeting and one organization, the lessons we learned may resonate with other organizations. The current situation may continue on for weeks; other situations down the road may call for online meetings again. Keeping focus on the mission of the organization makes online meetings simply the means to an end. It is easy to become focused on, and even self-conscious of, the mechanics. Sharing our process is one way we can contribute to the overall positive outcome of organizations that maintain their stability in times of uncertainty.

Dottie Schindlinger

Dottie Schindlinger is Executive Director of the Diligent Institute, the governance think tank and research arm of Diligent Corporation. In her role, Dottie promotes the intersection of governance and technology as a recognized expert in the field. She co-authored Governance in the Digital Age: A Guide for the Modern Corporate Board Director, ©2019, John Wiley & Sons Publishers, and is creator and co-host of The Corporate Director Podcast, a fortnightly show featuring corporate directors sharing their stories about modern governance.
Dottie was a founding team member of BoardEffect, a board management software platform launched in 2007 focused on serving the needs of healthcare, higher education & nonprofit boards. Prior to BoardEffect, she spent 15 years working in a variety of governance roles, including as a board support professional, consultant, trainer, board member, and senior executive. Dottie serves as the Vice Chair of the Board of the Alice Paul Institute, and is a Fellow of the Salzburg Global Seminar. She is a graduate of the University of Pennsylvania.

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