It is tempting in times like these to cancel or postpone board meetings. But organizing for a virtual board meeting can give your organization more flexibility now, and in the future. In these rapidly changing times, boards of directors and advisory boards have to find a way to continue conducting essential business.
The board of directors is legally responsible for the governance of a company or organization. They are a deliberative body but then act as a collective. They are responsible for setting the organization's direction and establishing policies that will bring about its vision. Their decisions are impactful and determine the very success and core strategy of the organization.
As motions arise and they are called upon to deliberate and vote, their process must be sound. Motions must be worded so that their meaning and ramifications are clearly seen. The board members' votes are valuable, so security is a major issue with boardroom voting procedures. Significant measures must be taken to avoid fraud in the voting process.
Shareholders and stakeholders should be able to rest assured that the votes are protected and that the voting process is efficient and transparent.
Board meetings have some formality and procedure to follow to ensure that everything is legal and beneficial to the organization. Check the laws in your country and/or state to ensure that you can conduct online board meetings and that the votes will not be contested. Most U.S. states say that as long as all board members can hear everything that is being said and respond in real-time, the proceedings are legal.
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Throughout the meeting, engage with remote board members. Everyone must be a part of the conversation, so encourage them to keep cameras on. Actively engaging with them will also alert you to any internet connection problems that may arise. We don't always realize that we aren't being heard in a virtual meeting, so it's up to everyone in the meeting to flag any 'freezing' images or distorted voices.
Speak clearly and say everything that must be understood. In regular conversation, we depend on facial expressions and gestures to do some of the communicating. But in a virtual or hybrid meeting (some members are in the room and others are remote), the subtleties of body language will be lost. Clear language and articulation become very important in a virtual meeting.
The pace of the meeting may have to slow down to make sure all participants are heard. Allow for transmission delays by pausing periodically to ensure that everyone is on the same page of the conversation and to solicit questions or comments from the call participants.
The board meeting voting procedures start with rules for making basic motions. As the next agenda item comes up, any director may make a basic board motion concerning it. Once the motion is on the floor, the board director can make a proposal for an action. For instance, after the budget has been presented, a board director may say, "I move to approve the budget."
Some motions are not so straightforward. When a more complex motion is to be made, the board director should word the motion carefully - the other members who may have to vote need to understand what is being proposed clearly. If another director believes that the motion is worthy of discussion, they will second the motion. Then the board will discuss it. It may be amended at this point for better clarity. If the motion doesn't get a second, it dies.
The motion is thoroughly discussed, with directors requesting permission to speak and directing their comments to the board chair. The meeting is kept in order by the board chair.
Finally, the chair will determine if the motion is to be voted on, amended, or withdrawn. If the consensus is to vote, the chair will close the discussions and call for a vote. Each board director will vote, 'yes,' 'no,' or 'abstain' (which is taken as a yes vote). When the result is in, the chair will announce it, and it will be recorded in the meeting minutes.
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An excellent voting process facilitates good decision-making by the board directors. The board chair is vital to the efficacy of the process. They guide the discussion while ensuring that all directors have a chance to speak and ask the necessary questions. The vote shouldn't be rushed without due time given for reviewing materials and considering possible outcomes for or impact on the organization.
Some boards are still using a paper ballot to vote, while others hold to the voice roll call for complete transparency and accuracy. But today, there are other options available.
Technology makes it possible for board directors to vote remotely. Best practices for savvy boards include using a software system for secure, transparent, and accurate voting. Many boards prefer the added level of security and the ability to vote remotely using an electronic device.
Board directors may also use unanimous written consent to vote. Before board management software was developed they mailed ballots for motions where they anticipated agreement. This wasn't a convenient system because the ballots were not returned promptly, and the whole process took too much time to accomplish.
When email became popular, it was the go-to method for voting with many boards. While email was faster and less expensive than mailing out ballots, it had its problems. The text responses were often unclear in their intent, so questions of legality were raised.
Today, board meeting management software is indispensable to the process. As long as state laws and regulations, and company bylaws permit electronic voting, it is the safest and most efficient way to get unanimous written consents.
The system allows board members to follow the meeting, including any last-minute changes to the agenda. It also allows members to vote in real-time, along with their peers, and protects the integrity of the vote. The live polling features and enterprise-level security of MeetingPulse can ensure that your votes are legal and valid.
It's vital that remote members hear and see the meeting clearly and that they are seen and heard well. If either of these is hindered, the validity of the meeting could be jeopardized. Screen sharing should be incorporated in the meeting tech, but that won't be necessary if the company employs board meeting management software.
It's reassuring to know that our board meetings can continue as necessary despite ups and downs globally, as in-person, virtual, or hybrid meetings. And voting can be made secure, efficient, and cost-effective with board meeting management software.