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Virtual Meeting Attendance: Not Present, But Still Here
BoardSource
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Original Content10/13/2009

Editor's Note: Reprinted with permission from www.boardsource.org. BoardSource, formerly the National Center for Nonprofit Boards, is the premier resource for practical information, tools, and trainings for board members and chief executives of nonprofit organizations world wide. For more information about BoardSource, call 800-883-6262 or visit www.boardsource.org. BoardSource © 2009. Text may not be reproduced without written permission from BoardSource.
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In an ideal board meeting, all members are present and engaged in a structured and vigorous debate of the issues on the agenda. The chair leads the discussion, fine-tuned to the overall mood of the board, and ensures everyone’s participation. During planned breaks, chatter fills the boardroom, and when the meeting is over, some members hurry out with their carry-ons in tow while others linger to talk to the chief executive and their board colleagues.

In reality, few board meetings are that perfect. For example, at times, even the most committed members are not able to attend every meeting. This is unfortunate because not only do they miss the meeting but the rest of the board misses their contribution.

There is an option, however — meeting via tele- and videoconference. Telecommuting staff are accustomed to meeting this way. Why can’t board members do the same? “Virtual attendance” can accommodate individual board member’s needs, save time and money, and, under some circumstances, be an effective alternative to physical attendance.

In this paper, we look at the benefits and challenges of virtual meeting attendance and give practical tips to make it a viable option for most boards. Because board meetings conducted via the Internet are bound by the same laws as in-person meetings — rarely allowing electronic voting — we do not include board decision making via e-mail as a recommended virtual meeting procedure in this paper.

Teleconference: An arranged phone call between more than two parties
Videoconference: Interactive, audiovisual communication among three or more people at two or more sites

Occasional virtual attendance
It is a good practice to set the board meeting schedule at least a year ahead to allow individual board members time to mark their calendars and plan the rest of their activities around these dates. Often, however, the unexpected happens, and, for any of a million reasons, a board member is not able to travel to the meeting location. Perhaps he unexpectedly needs to be present in his office that same day, inclement weather prevents his plane from taking off or he is recuperating from surgery and not yet able to travel. His desire to attend the meeting is undiminished, but his physical presence is impossible.

It makes sense for that board member to participate via conference call or a video system. It also makes sense for the board to accommodate these unpredictable situations rather than totally miss the member’s contributions and presence. Therefore, most boards now allow occasional, virtual attendance and state, in their bylaws, that such attendance constitutes “presence” for the purpose of a quorum. Yet some boards are taking this concept further, convening virtual meetings, whereby few or no board members are in the same room. Virtual attendance evolves from one board member’s occasional telephonic participation into full-blown virtual meetings by telephone or videoconference.

Virtual attendance, real meetings
Restructuring board meetings to include virtual attendance options can benefit all involved, but the board and chief executive should first identify the consequences — both the desired and undesired consequences. Rather than just letting virtual attendance happen, put the issue on a meeting agenda, have a committee or a task force do initial research and discuss the legal, technical and practical implications. The board that has identified both the pros and cons of virtual attendance will be better positioned to leverage the positives and ameliorate the negatives.

Reaping the benefits of not being there
A strategic use of virtual attendance can be advantageous for the board, individual board members and the organization. Members of national and international boards in particular reap benefits as they avoid exorbitant travel expenses and save time. In addition, they are less likely to suffer from burnout if they have not expended their energy traveling for many hours to attend meetings. Virtual attendance also relieves members with an insurmountable obstacle to physical attendance of any feelings of guilt or isolation. And, for some busy board member candidates, virtual attendance may be viewed as an incentive. They may be more likely to commit to board service if constant travel is not involved.

Meeting flexibility may help some boards reach quorum more easily because board members have fewer excuses to not join a meeting. Efficient virtual meetings also tend to lead to faster decision making. When board members are not physically present, peer-to-peer distractions are minimized and long speeches are not well tolerated. Virtual meetings actually lend themselves best to solving immediate problems — as long as the board does not abdicate its fiduciary duties in favor of quick meetings or trying to pass a motion that is not yet properly vetted. And finally, all green-conscious board members and staff are delighted as they help diminish their own carbon footprints.

The challenges of virtual attendance
Understanding the caveats of virtual attendance allows the meeting organizers and participants to avoid major challenges — or at least be better prepared for them. The chair often bears the biggest brunt of the challenges. In “physical” meetings, a skillful chair studies board members’ body language and facial expressions and is able to react immediately to the mood of the room. Leading a complex discussion and debate without being in the same room with the participants can be difficult.

Teleconference meetings may not be the best option for some issues or for certain types of boards. Large boards may find it cumbersome to involve each member fully in all discussions, and, because raising hands is not possible, counting votes takes time. Overall, there may be an expectation to shorten the meeting time — it is difficult to incorporate breaks and social interaction — but some processes may actually require extra time to accommodate a large number of participants.

Virtual board meetings demand a great deal of trust among board members — particularly during executive sessions and when highly sensitive issues are being discussed. Because it is not possible to verify whether outsiders are in the meeting participants’ rooms, everyone must be able to assume that only those who announce themselves as present are able to follow the proceedings.

When complicated and multi-faceted issues are on the board’s agenda, a virtual meeting may not be the best venue to discuss them. Small-group discussions, reliance on various visuals, ability to read body language and “cooling off” breaks are all easier in face-to-face meetings. Virtual attendance works best when the board is conducting a standard, pre-scheduled meeting with no controversial motions in line, focusing on one single issue (e.g., reviewing a budget proposal), or handling an urgent matter that needs the board’s approval (e.g., a real estate opportunity.)

Teleconferencing
When board members are not physically present, the chair is required to interpret silences: Do the members have nothing more to add to the discussion or are they distracted? It takes a special effort to involve everyone in the discussion when there is no eye contact. The chair may need to ask each participant, one after another, to comment on an issue to ensure that the quiet ones weigh in. This is particularly time consuming and troublesome with large boards.

The person responsible for writing minutes has a tough task keeping comments straight and matching voices with individuals. Accent
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