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Board Meeting Practices Beyond the Physical Boardroom – In the Time of COVID-19

March 19, 2020

Posted in: WATSON Views

The Federal Government is encouraging individuals to reduce non-essential contact and advising against gatherings of 50+ people. Boards should alter their plans accordingly as new advice and/or emergency legislation are announced.

As organizations navigate the unprecedented challenges presented by the COVID-19 crisis, consider what options may be available to your Board to continue conducting business beyond the physical boardroom.

START by getting familiar with procedural requirements and options.  Check your governing legislation, your bylaws or board operating rules for the following:

  • Are there rules for calling special or emergency meetings?
  • Can the Board hold virtual meetings or hybrid meetings?
  • Do the rules allow for consent resolutions or resolutions to be passed electronically?

Special and virtual Board meetings and other procedural options are intended to support your Board to be responsive in emergent situations. If the answers are not clear in the bylaws or operating guidelines, default rules in the governing legislation might apply.

Be careful to check for notice, quorum and voting requirements, as these may differ from those set out for regular meetings.

VIRTUAL MEETINGS may be necessary in the current circumstances.

A virtual meeting usually means a meeting held wholly by teleconference, videoconference, or other electronic means. In some cases, the meeting may be a hybrid meeting, where some individuals participate virtually, while others attend in person.

To help ensure an effective virtual meeting, consider the following practice points:

  • Test the platform and have a back-up plan.
  • Set the expectation that all participants be prompt and should therefore plan to dial/video in early. Ensure each has access to quality audio and should try to dial/video in from a quiet location to minimize background noise (muting microphone while not speaking will help). Note that some board meeting rules may require polling or other means for participants to indicate their vote.
  • Chairing a virtual meeting is different. In the absence of visual cues, speak clearly and find ways to help ensure that the Chair can incorporate everyone in the discussion. Ask speakers to identify themselves. Only one person should speak at a time. The Chair needs to be especially observant, so allow for pause and time for the Chair to facilitate.
  • The Board Secretary’s role can be particularly challenging with virtual meetings. Follow the same guidelines for chairing virtual meetings to ensure accurate meeting minutes are recorded.
  • Materials matter whether the Board meeting is in-person or virtual should effectively support any decision making that is being asked of the Board.

Whether in person or virtually, high performing boards with highly effective board meetings, take an intentional approach to design.

We’re here for you if you have questions about how to best support your Board in these changing times.