Board Meetings by Phone: Legal? A Good Idea?

With gas prices rising and everyone getting busier, more and more board members want to participate in board meetings by telephone. The advantage: more people participate. The disadvantage: there's a lot lost in human interaction for both the board member and the board-as-a-whole when the meetings aren't face-to-face. Consider this policy: a member can attend by phone only twice per year, and new board members can attend by phone only after they've been to at least three meetings in person.

And some boards don't permit participation by phone at all. If you do decide to have some people phoning in to meetings, don't just use the speakerphone option on a regular phone. Invest in a dedicated speaker phone with "duplex" features so that sound can travel both directions simultaneously and everyone can actually hear.

What are the laws on board meetings by conference call?

Such matters are regulated by states (not the federal government) so organizations need to talk with their state attorney general. The most recent compilation of state laws is from 1999 (yes, we know how old that is!), but at least it gives you a sense of the variances among states: http://www.muridae.com/nporegulation/documents/teleconf_definitions.html

Eric Mercer's links take you to the section in each state's code that describes the rules (remember, the law of the nonprofit's home state applies, not the law where a board member lives). For example, a California excerpt reads: "Participation in a meeting through use of conference telephone constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another." The meeting minutes should show, at the start of the meeting, that all persons attending confirmed they could hear everyone else.

See also: Can Nonprofit Boards Vote by Email?

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I am part of a start-up, small (tiny by most standards) national nonprofit that has a board distributed across the US. We began with virtual board meetings (conference calls). I do some professional facilitation and have found this to be the most challenging group ever to facilitate - because there is no way to see body language, interpret silence or get a sense of the group. I never realized how much I use visual messages in meetings.

I would never set up a board this way again - even if it is legal. Local, face-to-face meetings are important to establish the trust and friendliness that make a board more successful.

I wonder if anyone else has worked with a virtual committee like this. I would love to hear what was done to make it work better. We have a board retreat coming up - and many of the board members have just met for the first time in person, so things are looking better, but I would be interested in any other successful stories!

Jill - I just found this article and your query so I suspect that a year later you have found some good solutions, but if you would like to talk further I'd be glad to. I am on the Board of a national (in theory international) professional association nonprofit. We have 1-2 in person meetings a year and the rest are by conference call due to our geographic dispersion. We have come up with some good ways to stay connected that I'd be happy to share.
Sarah Spengler
sspengler@roadrunner.com

I am also part of a Board that requires two of us to phone in to our monthly meetings due to geography. I am the Secretary and the other person on the phone is the President. We both live on Vancouver Island in British Columbia, Canada, so it is an expensive proposal for us to travel to the mainland (Vancouver) to meet with the other 6 people on the Board as it requires a ferry trip. We are also very committed to having our organization truly be considered a BC group, so in future, we intend to bring others on from different parts of our province who will also have to phone in.
At this point, the President comes to my home, and the others call us at the designated time once they are all assembled and ready to go in Vancouver. The President is chairing the meeting and I am doing the minutes, so we are in control of the meeting, so to speak. It certainly is not ideal! I think for real discussion to take place, you do need to be able to read body language for so many reasons. We have also struggled with finding equipment or ways to deliver the meeting where we can all be heard effectively. The others are in Vancouver sitting around a board room table and are not always close enough to the phone to be heard well over the speaker phone on our end. And, we're hunched over the phone at my place. I find it particularly difficult to take minutes sometimes and often have to ask people to do a summation or speak up.
Once a year we travel to the mainland to meet with the group (coming up in December) to do an all-day Strategic Planning Meeting. I will be meeting 4 of the members for the first time, in person! We also do some personal emails and calls to track each others lives on a more personal level, too, to help with the comradery - celebrating birthdays, births of children, acknowledging deaths of family members, and also encouraging those who are struggling with the condition we advocate for. So, some of us do try to make it more personal in these ways.
We tried Skype some time ago and I think for the future, we may want to figure out some way to have a visual as well as audio for the meeting. With today's technology becoming better, there are certainly going to be ways to make this mode of meeting more effective, I think. Whether we'll be able to afford these technologies is another matter!
I still would rather do it this way than only have a group of people from one area running the show. I think it gives more perspective to our Board given we are involved in a healthcare issue and we have 5 different health boards in our province that we want to all get 'on the same page' in caring for the condition we are advocating for.
We also have monthly teleconference call meetings with every other province that has associations related to this healthcare topic across Canada. They are effective even though many of us may never meet. I find this is certainly a superior method for being able to hear everyone. People just have to remain cognisant to say their name before speaking as voice recognition is still difficult.
So, in summation, it's hard but worth it considering the alternatives! Best of luck to you!

Conference calls often work between face-to-face meetings IF participants have met before. Despite the lack of visual cues, they are more familiar with each other than if they had never met and have already observed each other's physical behavior.

I participated in a couple of telephone committee meetings and they were very unsettling - I would only do that again as a last resort. There were long pauses when questions were asked (people were trying to be polite), no banter or response to comments, and it was easy to forget some of the people who were in the "meeting" because you couldn't see them.

If face-to-face meetings are difficult, have them less frequently. A national Board can meet quarterly or even just twice per year in person. That's usually sufficient. State and local Board have no reason not to meet in person.

I am a member of a managment board of a national non-profit organization consisting of 6 people who live from one coast to the other (5 time zones). On our small budget we can afford only one in-person meeting per year. We have used phone meetings for years. For a period of time, when we were dealing with a reorganization challange, we met weekly for 2 hours by phone. Having stablized things we are now able to function well with monthly 2 hour phone meetings and lots of e-mail correspondence. We have not all met each other in person and yet we seem to be able to make this work. We run our meetings with a chair and secretary taking minutes just as if we were in the same room together. Occasionally we all try to talk at once and occasionally there is silence but these things happen at in-person meetings too. We found that more frequent phone meetings work better than than having them spaced several months apart. We also try to take 5-10 minutes at the beginning of each meeting to check in on each other's lives which helps build the team just as pre-meeting socialization does at an in-person meeting.

Our big challange is finding times to get six busy people, with young families and paying jobs, together across 5 time zones without making the meeting too early or too late for those on either coast. We have also had occasional challanges with losing the phone connections and having to start over using our three way calling capabilities.

We have also tried using "Team Speak" which allows a phone conference call over the internet at no cost. It is somewhat more difficult as you have to get used to pressing a keyboard key to speak and the overspeaking and silences feel more awkward. We have had some connection issues for some Board members and have had to go back to using the phones. If we get the "Team Speak" connection issues sorted out we'll go back to using that system becuase of the lower cost. For us it is so important that our organizational funds be used for program and not for Board meetings we are willing to work around the challanges of phone or 'Team Speak" meetings.

I'd say phone meetings are worth a try if in-person meetings aren't possible for your organization.

I agree with previous comments about phone meetings going much better if participants have met in person.

The absolutely most important thing I've learned is that in a meeting in which some people are present and others are on the phone, the chairperson MUST be in the room. On a total voice call, a method of recognizing speakers and leading meetings can be developed; but in a mixed meeting with the chair on the phone, that's almost impossible. Take it from someone who tried to get decisions on critical matters in a 'mixed' meeting!

It's also important that the voice systems be good; it's worth spending on a system that may seem extravagant because it's rarely used. But if the system is poor, the frustration level is high.

Handouts and power point decks should also be circulated well in advance since participants may not be in their offices at the time of the call.
Deborah Strauss
Former ED of Lumity, formerly the IT Resource Center.

The web site included in the article has not been updated in almost 10 years and as such is grossly out of date. The information for Texas is based on the Vernon's Civil Statutes, which has since been replaced with the Business Organizations Code.

The Business Organizations Code in Title 2. Corporations Chapter 22. Nonprofit Corporations Section 22.002. Meetings by Remote Communications Technology states,

§ 22.002. MEETINGS BY REMOTE COMMUNICATIONS
TECHNOLOGY. Subject to the provisions of this code and the
certificate of formation and bylaws of a corporation, a meeting of
the members of a corporation, the board of directors of a
corporation, or any committee designated by the board of directors
of a corporation may be held by means of a remote electronic
communications system, including videoconferencing technology or
the Internet, only if:
(1) each person entitled to participate in the meeting
consents to the meeting being held by means of that system; and
(2) the system provides access to the meeting in a
manner or using a method by which each person participating in the
meeting can communicate concurrently with each other participant.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
http://tlo2.tlc.state.tx.us/statutes/bo.toc.htm

We are a small nonprofit with a national scope (the Alternatives to Marriage Project) that has experimented with a variety of ways to hold board meetings. This has always been a challenge for us, as we can't afford to cover travel costs for board members spread out across the US, and many of our board members would be unable to afford to fly to all meetings.

We compromise by alternating between in-person and conference call board meetings (3 of each, 6 total). Sometimes we have one or more board members join our in-person meetings by speakerphone.

We find the conference call meetings work fine for us -- it's definitely nicer to be in the same room together, but we seem to do OK with every other meeting by phone. We do make an effort to have new board members attend their first meeting in person, so they really have a chance to meet people. It may help that our board tends to be made up of good communicators and tends to agree a lot ... although we've also worked through tough challenges by conference call, with flying colors.

We don't use this often, but a tool for meetings by phone that can be handy: at the beginning of the call, assign each person a number corresponding to the face of a clock. That makes it possible to "go around the table" to ask people's thoughts or opinions. Everyone knows when they're "next" so it eliminates long pauses, skipping people accidentally, talking over each other, etc.

(By the way, the Alternatives to Marriage Project is actively recruiting board members -- if you're good at meeting by phone and interested in issues of social justice, marriage, and non-marriage, check out http://www.unmarried.org. There's information about board membership at http://www.unmarried.org/board-info.html.)

Looking into web conferencing might be an alternative for some organizations. I have not participated personally, but did quite a bit of research on the matter for an organization in my area and it seems like a serious option. One affordable company is Yugma (www.yugma.com), which will allow you to do brainstorming sessions via their online whiteboard tool. I don't think they offer live streaming video, but they seem to upgrade fairly frequently, so that could change. If the board has a few dollars to spend, it would be worth checking out Adobe Connect and Adobe Connect Pro. It is based on the Flash player, which already exists on most computers, so you won't run into technical issues at the beginning of the meeting when some of the board members have neglected to download a proprietary plug-in. You will get live video streaming (which can be transferred to different speakers on-the-fly), whiteboard tool, and breakout session capabilities. Another kind-of cool feature is the audience temperature feature (my name for it); it lets you raise your hand, agree or disagree with the speaker, and applaud the speaker. Its an attempt to put the F2F feel into a virtual meeting. It's a pretty sophisticated and impressive software. If you think there is any possibility it would be useful, you can view some flash videos or you can sign up for an online demo with an actual Adobe person. For online meetings with 15 for fewer members, you can get a flat rate of $39/month with the Adobe Connect product. To have larger meetings, you'll have to go with Adobe Connect Pro, which is pricier, but still might be feasible for a board with a budget. There is a cost estimate calculator on the subscriptions webpage - a 2 hour meeting with 16 people in virtual attendance would be about $550. ReadyTalk is another option that I've seen TechSoup mention. I don't know much about them, but since TechSoup is cool with them; it's probably worth checking out.

So how do sunshine laws work with teleconferencing? We are a small non profit in Ohio. I've recently become the president and we discussed teleconferencing as an option for quick meetings where a vote of the board or executive council is required before our next regularily scheduled meeting. Has anyone addressed /thought about this? I'm very green to the whole legal side of this and want to make sure we doing everything on the up and up.

Hi, Laura. Actually, nonprofits are not subject to the sunshine laws that apply to government organizations.  Nonprofits are actually part of the PRIVATE sector, not the public sector.  However, in some states, if a nonprofit board has a member or more who is on the board automatically because of his or her government position, then that nonprofit is subject to sunshine laws.  For example, if the head of the City Council is automatically on your board, then you would be subject. On the other hand, if John Doe is on your board, but was appointed by your board but not by the City Council, then you are not subject. Again, though, the two key points: nonprofits aren't subject to sunshine laws except as various states and cities mandate, so you'll need to check for those. 

I am not sure of Ohio's law, but Kentucky's Open Meetings laws prohibit meetings by telephone, but allow meetings via video conference.

I have worked with several groups that have begun to use various forms of virtual meetings due to cost issues. From the legal perspective, it is important to know your state statute's mandates. Even if your bylaws say that such meetings are not allowed - some statutes not only allow phone participation but mandate it at the member's discretion.
I find that these meetings can work very well if you work with the chair prior to the meeting. It is sometimes necessary to "check in" with members since you won't be able to see verbal cues. If the chairs warns people this will be done they don't feel intimidated when asked if they have an opinion. Also, working with your parliamentarian, you should develop guidelines for the call to be distributed in advance so that everyone knows how recognition and votes will be handled.
Once two or three meetings go off without a major problem, the members are much more receptive and meeting this way is common place. One of my groups actually held a practice web meeting for 30 minutes to ensure that everyone would know how to handle the technology BEFORE the real meeting was held. This bought a lot of goodwill and created buy-in for the transition from face to face meetings.

I am a consultant who specializes in internet marketing strategy and execution. I have clients all over the US, many of whom I have never met in person. I also have subcontractors who work for me who I have never met in person. In addition to all that, I have been a member of several boards -- all that were in-person.
What I find most revealing is that the boards I have been involved with have been miles behind the virtual relationships in productivity and building solutions. Virtual boards can work but it's not technology that makes them work, it's the people who are centered on solutions who make things work. Also, a good leader makes all the difference. Even when not in the room, a good leader is always there.

Why would it not be legal i mean , the board can meet and talk anyway they wanted.. Phone conferencing is not without risks but if they choose to accept those risk .. then no problem , with a few good firewalls and a good secure Hosted PBX service the risk is minimal

Some organizations might define a quorum as being physically or bodily present, in the room.

What has changed about this is technology. Now groups can actually record their conversations, providing a digital or even print record of conversations and more importantly, decisions. Samples on FreeConferencing, GoogleVoice and elsewhere. GoogleVoice can even produce a translated print or page record using voice recognition software. Not perfect, but improving. Up to each organization to establish its recording, privacy policy and practices. Tim Siegel Washington, DC

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