The global COVID-19 outbreak has changed the way we work, but it shouldn’t prevent us from getting work done. In this extraordinary environment, remote board meetings are no longer just an option – they’ve become essential.
Many organizations are now scrambling to choose the right technologies to safely communicate and meet with board members and shareholders while staying compliant with bylaws and regulations.
If you’re wondering how to take your board and annual meetings online, read on. In this post, we’ve included:
All board meetings require extensive preparation, but this is especially true for remote board meetings. The first step you’ll have to take is to check your governing laws, articles of incorporation, and bylaws to ensure that your board is permitted to hold virtual board meetings.
Pay particular attention to whether your bylaws state that board members must be physically present in order to constitute a quorum. If it does, file an amendment to have this bylaw changed to accommodate virtual board meetings.
There are a number of reliable online conferencing solutions available on the market. If you have the time, test out several of them to determine which will work best for your board.
Make sure that your chosen platform will support your expected number of attendees. You may also want to consider functionality such as the ability to configure the meeting to mute or unmute participants upon entry, the ability to join via phone and/or computer, and chat features.
Let’s be very clear – board management software is not video conferencing software, and it’s not meant as a replacement. Rather, it works in tandem with your video conferencing software to enable efficient board meeting preparation, and is purpose-made for boards.
Board management software facilitates both remote and in-person board meetings with solutions that allow you to create and distribute board packets in a secure and timely way. In fact, you can create meeting invitations, track meeting attendance, develop agendas and minutes, and conduct essential board processes, like voting, all from one location. User permissions and internal controls ensure that board members only see what they are meant to see.
With a board portal, materials no longer have to be distributed around the board table. Rather, they are securely stored in one centralized place online that is accessible via desktop or mobile device. This makes it easy for board members to access board materials and review documents in advance of the meeting. Board portal software also allows directors to annotate their board packets, collaborate with others, and communicate from within the software, ending the endless swirls of emails that most boards are all too familiar with.
Many board portal providers also offer comprehensive and personalized 24/7 support to assist customers in times of need, and their support staff can even be made available during critical board meetings:
“I wanted to let you know what a comfort it is, especially during this time of global crisis, to utilize Aprio to maintain the social distancing requirements necessary to ensure the health of all. Aprio will allow SPARK to conduct its meetings safely and securely and ensure that matters of election can be handled comfortably through polling. In this time of uncertainty and crisis, I’m very grateful for my relationship with Aprio and its extraordinary facilitators.”
– Carol Jaquish, President & CEO, SPARK the Energy Credit Union
Despite the claims, not all information management systems, including board portal software, offer the same data protection. When comparing your options, it’s worth evaluating data security very closely.
The challenge with security is the complexity of board communication. When choosing board collaboration tools, you need to consider the end-to-end activities of board members, as they access, review, and communicate remotely.
Evaluate whether your chosen board information management system offers these five security-focused features to keep your data safe:
Once you’ve confirmed that you’ve got the “all clear” to hold a remote board meeting, and you’ve selected the technology you’ll use, send the board meeting notice and start board meeting preparations as you normally would. When scheduling the time for the meeting, pay particular attention to time zones, particularly if you have board members joining from different countries and/or provinces or states.
In your meeting notice, make sure to emphasize that this particular meeting will be held online, and provide attendees with detailed instructions on the options that they have to join, as well as any meeting links or phone numbers that they’ll need. Enforce a strict starting time for the meeting and suggest that board members join the meeting early in order to work through any technical difficulties that they may have.
If you have any other expectations for attendees, such as to use video or mute themselves when not speaking, make them aware of those now. You should also continue to reinforce these expectations in future communications and at the start of the meeting.
Finally, ensure that all attendees know to come prepared, as they would for any other board meeting. Encourage them to review their board packages online in the board management software.
No matter how much you plan, sometimes things don’t go as expected. This is particularly true for remote board meetings, as networks could unexpectedly crash or a board member could suddenly drop off. Develop a contingency plan to decide upon the course of action should the unexpected happen.
It’s also a good idea to train both speakers and a few of your staff in preparation for the meeting. Educate speakers on how to share their screen and use the conferencing technology. Have support staff ready to deal with technical questions from board members as they join the meeting and during the call.
Also, check with your technology providers. Some may be able to provide live assistance during your meeting.
A critical step for any online board meeting is to make sure you test the technology beforehand to make sure that everything works as you’d expect. Run a practice run with your presenters if needed.
On the big day, have the board chair, CEO, speakers, and presenters log in early to make sure everything is in order. Test the sound and video before the meeting begins, and have support staff online and ready to help.
During your remote board meeting, there are a few things that you should keep in mind to keep things running smoothly.
Use the first few moments of your meeting to set expectations and set a few “housekeeping” rules. Ask speakers to speak one at a time, to mute themselves when not speaking, and to identify themselves each time they speak. Not only will this help to prevent attendees from speaking over one another, it will also help the person taking meeting minutes.
If you are recording the meeting, make sure you also let attendees know beforehand.
The board chair’s role, in any board meeting, is central to ensure good meeting engagement. However, their role is even more crucial when board meetings go online.
Board chairs need to be extra observant during remote board meetings to ensure that everyone is included and has a chance to participate. This can be especially tricky given that there will be fewer and sometimes no visual signals from board members.
The board chair should develop a strategy to promote board engagement. He or she may wish to more actively call on attendees to share their thoughts. Beyond the virtual boardroom, consider using board management software as an additional way for directors to ask questions and raise concerns. Votes can also be held online in board portal platforms, allowing a consensus to be found on time-sensitive issues quickly and efficiently.
Regular board meetings are one thing, but what about remote annual meetings? Here are some special considerations to keep in mind for planning and running remote annual meetings.
It’s just as important to share online meeting expectations with shareholders as it is with board members. In your meeting communication, provide the same clear instructions for joining the meeting and communicate the strict starting time. Make shareholders aware of the support available before and during the meeting.
You may also want to consider formalizing some rules of conduct for shareholders. This can include how to ask questions before and during the meeting, how to keep themselves muted, etc. Reiterate these items at the beginning of your online meeting.
Because of the high-profile nature of annual general meetings, rehearsing the meeting with all presenters and speakers is crucial. Consider doing more than one practice run to make sure that all organizers and speakers are confident.
When holding remote annual meetings, it’s important that shareholders still have the same access to participate virtually as they did when attending meetings in person. Make sure there is equal opportunity to ask questions.
One best practice is to have a designated place where shareholders can ask questions ahead of the board meeting. Then, meeting organizers can also allow shareholders to ask questions using the chat functionality in their chosen video conferencing software during the meeting.
Holding a vote during a remote annual meeting can be met with challenges. You may want to establish a new voting protocol, where only members wishing to vote “nay” are asked to vote. With a detailed list of attendees and proxies, the results of the vote on any given motion can then be easily calculated.
It’s best practice to record and archive online annual meetings. After the meeting, post the recording somewhere public, and keep it up for one year at least.
Once the meeting concludes, consider also publishing all the questions and answers that were shared alongside the meeting recording.
Remote board meetings are an established low-cost, flexible, and easy way for boards to meet with directors and shareholders who can’t be in the same room together, without compromising on security. What’s more, remote board meetings are a great opportunity to build engagement, trust, and candor. With the right practices and technology in place, remote board meetings can be just as impactful as in-person ones.