Governing in a pandemic
Friday, March 19, 2021
Meetings of the board have almost always been in-person. To attend, directors spent their time and money to fulfill governing duties.
Governance changed dramatically in 2020. Associations and chambers piloted new concepts in online governance.
Like telework for employees and telemedicine for health, there were doubts. Executive directors said, “We could never govern virtually, directors need to show up in person.”
The complaints continued, “If you let one director join remotely, they’ll all want to do it.” “We need to see their body language when they discuss the issues.”
A more serious concern has been uttered by board members who consider online meetings inconsequential. In their minds, they are waiting for a “return to normal,” when the board can meet in person.
The pandemic has caused the biggest transformation in governance in a century.
The changes may be temporary or permanent. Organizations are considering hybrid models, combining in-person and virtual meetings now that technology and willingness have been tested.
Time and financial savings are a residual benefit. Organizations budget for governance expenses, often including travel, meeting rooms, food, entertainment, printing, and staffing. Saving time is equally beneficial, without having to travel and set up meeting space.
At Partners in Association Management, VP Jillian Heddaeus, CMP, IOM offered,“Prior to the pandemic, often board meetings would have a few directors absent. Since transferring to virtual meetings, associations are experiencing near 100 percent attendance. Meetings have become more efficient, and directors better engaged. Volunteers have said virtual meetings provide for less stress in balancing their volunteer role with their paying job.”
At the Community Foundation of Sarasota County, Roxie Jerde, President and CEO,
explained, “It is really challenging to acquaint new directors with their fellow board members and the leadership team members. Our solution was to start the call 15 minutes early to give directors and staff a chance to mingle and get to know each other.”
Here’s more advice from executives after a year of online governance:
Authority: Bylaws usually authorize an executive committee to convene in between meetings of the full board. The smaller executive committee can be convened quickly to address urgencies. Since the pandemic, organizations have authorized their executive committee and empowered the executive director to make decisions within limits.
Technology: For groups that had invested in technology and had familiarization, the transition to online governance was easy. If technology upgrades are needed, there is no better time to invest than now.
Practice: If it can go wrong, it will. Test the technology. Help directors understand the options offered on the video platform. It is defeating when technology fails.
Meeting Frequency: Most boards meet quarterly. Local boards may meet bi-monthly or monthly. Many have learned to create agendas to carry them forward 60 to 90 days without needing to reconvene more often. Zoom call fatigue is a real thing.
Governing Documents: Be sure the governing documents allow for virtual meetings, notices, and votes. Review the state’s not-for-profit statutes. During a situation such as the pandemic it is practical to relax bylaw provisions so long as everyone on the board agrees. Be sure to document procedural changes for transparency if questions arise.
Voting: There is a distinction between tallying an e-mail vote and calling for a vote on a call. On virtual meetings, cameras stay on. Otherwise, it is uncertain if a quorum is present. In that case it requires a roll call vote. Rules of order may be relaxed so long as everyone agrees (rely on your parliamentarian).
Meeting Agenda: Agenda styles have transformed. Reduce the reports; listening to updates is not the best use of time. Use a consent agenda to distribute information for reading in advance. Focus on fewer issues having the greatest importance. Meetings lasting more than 60 to 90 minutes may lose attention or a quorum.
Behaviors: Protocols apply to meetings whether in-person or online. Maintain confidentiality by reducing eaves dropping. Offer the usual reminders, verbally, about conflicts of interest, confidentiality, and antitrust avoidance. As always, directors are expected to speak up during the meeting and support the decisions of the board without calling friends or sending emails stating, “You won’t believe what the board did today!”
Sidebars: Online, it should be easier to manage conversations, especially when you have a mute button. Set ground rules by suggesting that cameras stay on, ask to be recognized before starting a conversation, and the agenda is the primary guide. Because body language is uncertain, directors need to listen more carefully. Refer to the acronym W.A.I.T. — “Why am I talking?”
Parameters: Some issues probably shouldn’t be addressed virtually. For instance, negotiating a confidential contract or staff labor issues, might best be addressed in person. Set an understanding of issues that should not be addressed online.
Meeting Minutes: In-person or virtual, meeting minutes are critical. If a digital recording is made, be sure to destroy it after meeting minutes are approved. As always, brief is better.
Organizations have successfully adapted. The efficacy and efficiency may affirm the continued use of virtual meetings.
Hybrid options will develop. Associations might alternate between in-person and virtual meetings. Another possibility is a blended meeting where some directors prefer to attend in person while others choose to join by video.
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