Hosting Virtual Board Meetings
Contibutors: Carly Carlson, Michelle Folken, Kelly Honke, Elisabeth Hurst, Natalie Knott, Ann Krein, Paige Lacey, Lindsay Laug, Peyton Tobin, Rebecca Volten, and Keith Wysocki The Governance Institute Member Services Team
Remember that the board only “exists” when it is convened. Therefore, to get the most out of a virtual meeting, you want it to feel as much like an in-person board meeting as possible. In order to create that experience, you will do some things exactly the same as you would in-person, but there are other things that will have to be done differently.
Virtual meetings are generally less formal than in-person meetings. Fighting this informality can be frustrating. Instead, embrace it…expect and accept the occasional dog bark.
Policies and Standards
Determine under what circumstances the board will meet virtually rather than in-person. Try as we may, there is no substitute for in-person interaction. Once the COVID-19 pandemic passes, boards should have a plan moving forward regarding what types of issues or other emergencies would necessitate virtual meetings.
Some questions to discuss as your board is determining its policy on virtual meetings include:
- When is it appropriate for some board members to participate virtually?
- If out-of-town or traveling board members are only able to attend some meetings, should they prioritize board meetings or committee meetings?
- Under normal circumstances, travel and work obligations might require some board members to attend virtually on occasion. How many virtual meetings per year in this category would your board consider to be appropriate/maximum?
Involve your general counsel. Carefully read your bylaws and know the laws of your state in order to determine whether you can hold official votes in a virtual meeting. Bylaws often include sections outlining telephone meetings, meeting quorum, etc. If the bylaws are unclear, make sure you update them, and make sure your protocol conforms with state law.
In most states, state attorney generals will rely on local government lawyers to interpret the law and guide localities as they see fit. For public hospitals, virtual meetings must still be made available to the public.
There are a number of great services and applications for conducting virtual meetings. In order to make the meeting as effective as possible, use a service that enables audio and video conferencing. Test the technology ahead of time. Consider setting everything up a half hour early and providing a window for participants to join early to ensure everything is working. Some participants might feel most comfortable if they do an individual trial run ahead of time with the governance support staff. Keep in mind that some participants will be presenting and will need to be familiar with additional features.
Small things can be very distracting if left unchecked. Try to mitigate the following issues:
- Poor internet connections causing participants to “freeze”
- Muting and unmuting microphones at the appropriate times
- Feedback caused by a participant using multiple devices (e.g., using a phone for audio and a laptop for video) and microphones picking up the other’s sound
Assign roles. While a board secretary or governance support professional might help with these tasks for an in-person meeting, you might need additional help for a virtual meeting:
- Who is the host of the meeting (initiating the technology)?
- Who will troubleshoot participant technology issues?
- Who is taking minutes?
- Who is keeping time?
Start with an icebreaker/introduction of all participants. This serves as a way to take attendance, ensures everyone knows who is participating, and helps people transition into the mindset of being in the meeting.
Keep in mind that you can’t “go around the room” the way you might in person. Make sure the chair or another person is assigned to “call on” people.
Consider using the video conferencing service to help manage discussions. Can participants “raise hands,” make chat comments, etc.?
There is often a slight sound delay. If you are taking a voice vote, a delayed “Aye” might appear to be an opposing vote, so allow a little more time for people to respond, and allow more transition time when switching topics.
Check more often to see if anyone has anything additional to add. People may be more cautious about speaking up to avoid interrupting. Or they may not realize they are muted!
If you are able to hold votes in a virtual meeting, decide in advance how you will manage this: Voice voting, the voting tool on your board portal, email, another web service?
Decide whether to record the meeting or any portions of the meeting. Recording can help participants to not miss important items, but you may not want to record for confidentiality or discoverability purposes. Also, note that some video conferencing services offer transcription.
Provide closure. After business has concluded, consider giving participants the opportunity to share final thoughts or give feedback. And most importantly, thank them for participating!