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Board Meetings by Phone: Legal? A Good Idea?
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With gas prices rising and everyone getting busier, more and more board
members want to participate in board meetings by telephone. The advantage: more people participate. The disadvantage: there's a lot lost in human interaction for both the board member and the board-as-a-whole when the meetings aren't face-to-face. Consider this policy a member can attend by phone only twice per year, and new board members can attend by phone only after they've been to at least three meetings in person. Some boards don't permit participation by phone at all. If you do decide to have some people phoning in to meetings, don't just use the speakerphone option on a regular phone. Invest in a dedicated speaker phone with "duplex features so that sound can travel both directions simultaneously and everyone can actually hear.
What are the laws on board meetings by conference call?
Such matters are regulated by states (not the federal government) but fortunately there’s a helpful compilation of state laws at http://www.muridae.com/nporegulation/documents/teleconf_definitions.html
Eric Mercer's links take you to the section in each state's code that describes the rules (remember, the law of the nonprofit’s home state applies, not the law where a board member lives). For example, a California excerpt reads: "Participation in a meeting through use of conference telephone… constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another." The meeting minutes should show, at the start of the meeting, that all persons attending confirmed they could hear everyone else.
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Hi, Laura. Actually, nonprofits are not subject to the sunshine laws that apply to government organizations. Nonprofits are actually part of the PRIVATE sector, not the public sector. However, in some states, if a nonprofit board has a member or more who is on the board automatically because of his or her government position, then that nonprofit is subject to sunshine laws. For example, if the head of the City Council is automatically on your board, then you would be subject. On the other hand, if John Doe is on your board, but was appointed by your board but not by the City Council, then you are not subject. Again, though, the two key points: nonprofits aren't subject to sunshine laws except as various states and cities mandate, so you'll need to check for those.
So how do sunshine laws work with teleconferencing? We are a small non profit in Ohio. I've recently become the president and we discussed teleconferencing as an option for quick meetings where a vote of the board or executive council is required before our next regularily scheduled meeting. Has anyone addressed /thought about this? I'm very green to the whole legal side of this and want to make sure we doing everything on the up and up.
Looking into web conferencing might be an alternative for some organizations. I have not participated personally, but did quite a bit of research on the matter for an organization in my area and it seems like a serious option. One affordable company is Yugma (www.yugma.com), which will allow you to do brainstorming sessions via their online whiteboard tool. I don't think they offer live streaming video, but they seem to upgrade fairly frequently, so that could change. If the board has a few dollars to spend, it would be worth checking out Adobe Connect and Adobe Connect Pro. It is based on the Flash player, which already exists on most computers, so you won't run into technical issues at the beginning of the meeting when some of the board members have neglected to download a proprietary plug-in. You will get live video streaming (which can be transferred to different speakers on-the-fly), whiteboard tool, and breakout session capabilities. Another kind-of cool feature is the audience temperature feature (my name for it); it lets you raise your hand, agree or disagree with the speaker, and applaud the speaker. Its an attempt to put the F2F feel into a virtual meeting. It's a pretty sophisticated and impressive software. If you think there is any possibility it would be useful, you can view some flash videos or you can sign up for an online demo with an actual Adobe person. For online meetings with 15 for fewer members, you can get a flat rate of $39/month with the Adobe Connect product. To have larger meetings, you'll have to go with Adobe Connect Pro, which is pricier, but still might be feasible for a board with a budget. There is a cost estimate calculator on the subscriptions webpage - a 2 hour meeting with 16 people in virtual attendance would be about $550. ReadyTalk is another option that I've seen TechSoup mention. I don't know much about them, but since TechSoup is cool with them; it's probably worth checking out.
We are a small nonprofit with a national scope (the Alternatives to Marriage Project) that has experimented with a variety of ways to hold board meetings. This has always been a challenge for us, as we can't afford to cover travel costs for board members spread out across the US, and many of our board members would be unable to afford to fly to all meetings.
We compromise by alternating between in-person and conference call board meetings (3 of each, 6 total). Sometimes we have one or more board members join our in-person meetings by speakerphone.
We find the conference call meetings work fine for us -- it's definitely nicer to be in the same room together, but we seem to do OK with every other meeting by phone. We do make an effort to have new board members attend their first meeting in person, so they really have a chance to meet people. It may help that our board tends to be made up of good communicators and tends to agree a lot ... although we've also worked through tough challenges by conference call, with flying colors.
We don't use this often, but a tool for meetings by phone that can be handy: at the beginning of the call, assign each person a number corresponding to the face of a clock. That makes it possible to "go around the table" to ask people's thoughts or opinions. Everyone knows when they're "next" so it eliminates long pauses, skipping people accidentally, talking over each other, etc.
(By the way, the Alternatives to Marriage Project is actively recruiting board members -- if you're good at meeting by phone and interested in issues of social justice, marriage, and non-marriage, check out http://www.unmarried.org. There's information about board membership at http://www.unmarried.org/board-info.html.)
The web site included in the article has not been updated in almost 10 years and as such is grossly out of date. The information for Texas is based on the Vernon's Civil Statutes, which has since been replaced with the Business Organizations Code.
The Business Organizations Code in Title 2. Corporations Chapter 22. Nonprofit Corporations Section 22.002. Meetings by Remote Communications Technology states,
§ 22.002. MEETINGS BY REMOTE COMMUNICATIONS
TECHNOLOGY. Subject to the provisions of this code and the
certificate of formation and bylaws of a corporation, a meeting of
the members of a corporation, the board of directors of a
corporation, or any committee designated by the board of directors
of a corporation may be held by means of a remote electronic
communications system, including videoconferencing technology or
the Internet, only if:
(1) each person entitled to participate in the meeting
consents to the meeting being held by means of that system; and
(2) the system provides access to the meeting in a
manner or using a method by which each person participating in the
meeting can communicate concurrently with each other participant.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
http://tlo2.tlc.state.tx.us/statutes/bo.toc.htm
I agree with previous comments about phone meetings going much better if participants have met in person.
The absolutely most important thing I've learned is that in a meeting in which some people are present and others are on the phone, the chairperson MUST be in the room. On a total voice call, a method of recognizing speakers and leading meetings can be developed; but in a mixed meeting with the chair on the phone, that's almost impossible. Take it from someone who tried to get decisions on critical matters in a 'mixed' meeting!
It's also important that the voice systems be good; it's worth spending on a system that may seem extravagant because it's rarely used. But if the system is poor, the frustration level is high.
Handouts and power point decks should also be circulated well in advance since participants may not be in their offices at the time of the call.
Deborah Strauss
Former ED of Lumity, formerly the IT Resource Center.
I am a member of a managment board of a national non-profit organization consisting of 6 people who live from one coast to the other (5 time zones). On our small budget we can afford only one in-person meeting per year. We have used phone meetings for years. For a period of time, when we were dealing with a reorganization challange, we met weekly for 2 hours by phone. Having stablized things we are now able to function well with monthly 2 hour phone meetings and lots of e-mail correspondence. We have not all met each other in person and yet we seem to be able to make this work. We run our meetings with a chair and secretary taking minutes just as if we were in the same room together. Occasionally we all try to talk at once and occasionally there is silence but these things happen at in-person meetings too. We found that more frequent phone meetings work better than than having them spaced several months apart. We also try to take 5-10 minutes at the beginning of each meeting to check in on each other's lives which helps build the team just as pre-meeting socialization does at an in-person meeting.
Our big challange is finding times to get six busy people, with young families and paying jobs, together across 5 time zones without making the meeting too early or too late for those on either coast. We have also had occasional challanges with losing the phone connections and having to start over using our three way calling capabilities.
We have also tried using "Team Speak" which allows a phone conference call over the internet at no cost. It is somewhat more difficult as you have to get used to pressing a keyboard key to speak and the overspeaking and silences feel more awkward. We have had some connection issues for some Board members and have had to go back to using the phones. If we get the "Team Speak" connection issues sorted out we'll go back to using that system becuase of the lower cost. For us it is so important that our organizational funds be used for program and not for Board meetings we are willing to work around the challanges of phone or 'Team Speak" meetings.
I'd say phone meetings are worth a try if in-person meetings aren't possible for your organization.
Conference calls often work between face-to-face meetings IF participants have met before. Despite the lack of visual cues, they are more familiar with each other than if they had never met and have already observed each other's physical behavior.
I participated in a couple of telephone committee meetings and they were very unsettling - I would only do that again as a last resort. There were long pauses when questions were asked (people were trying to be polite), no banter or response to comments, and it was easy to forget some of the people who were in the "meeting" because you couldn't see them.
If face-to-face meetings are difficult, have them less frequently. A national Board can meet quarterly or even just twice per year in person. That's usually sufficient. State and local Board have no reason not to meet in person.
I am part of a start-up, small (tiny by most standards) national nonprofit that has a board distributed across the US. We began with virtual board meetings (conference calls). I do some professional facilitation and have found this to be the most challenging group ever to facilitate - because there is no way to see body language, interpret silence or get a sense of the group. I never realized how much I use visual messages in meetings.
I would never set up a board this way again - even if it is legal. Local, face-to-face meetings are important to establish the trust and friendliness that make a board more successful.
I wonder if anyone else has worked with a virtual committee like this. I would love to hear what was done to make it work better. We have a board retreat coming up - and many of the board members have just met for the first time in person, so things are looking better, but I would be interested in any other successful stories!