Large Virtual Meetings

A DVICE FROM R OBERT ’ S AND L ESSONS L EARNED

Jim Slaughter, PRP

“Moore’s Law” generally states that when it comes to technology, speeds double and costs halve about every two years. While no longer valid as to computers, the rule seems true regarding electronic (or “virtual”) meeting and voting technologies.

Since the start of COVID-19, options for electronic meetings have exploded . Numerous platforms exist for meeting or balloting electronically, and costs for large virtual meetings continue to fall . Many states have also adopted nonprofit corporation statutes permitting electronic membership meetings or voting, sometimes regardless of whether the bylaws permit such action as required by RONR (12th ed .) 9:30 . As a result, many organizations are facing questions of “Why don’t we just always meet virtually?”

RONR and Electronic Meetings

For anyone considering a larger virtual meeting, the first place to look is RONR . To the credit of the authors (and not even a year into the COVID-19 pandemic), the 12th edition added significant provisions on electronic meetings, including a 15-page appendix of “Sample

Rules for Electronic

Meetings,” separated into four types of possible electronic meetings:

1 . Full-featured Internet or Internet/ telephone meeting services with audio, possibly video, text and voting .

2 . Teleconference with Internet voting and document sharing .

3 . Speakerphone to allow some members who are not physically present to participate in an otherwise in-person meeting .

4 . Telephone meeting without Internet support . RONR (12th ed .) Appendix, 635-649 .

RONR also notes that bylaws meeting provisions should indicate whether members have a right to participate electronically, whether the body has the right to allow or disallow such participation, and whether there is a physical location where members can attend . Instructions must include details on how to participate, and possible rules should include:

• Type of equipment or software to participate .

• Quorum .

• How to challenge quorum .

• How members obtain recognition .

• Whether motions must be submitted in writing .

• Taking and verifying votes .

RONR (12th ed .) 9:36 .

If electronic meetings are a concern, definitely peruse RONR’s “Sample Rules . ”

Additional Rules for Large Virtual Meetings

Adding to the provisions in RONR on electronic meetings, I have assisted many hundreds of virtual meetings, ranging from small boards to hybrid conventions of 6,000 (4,000 in person and 2,000 virtually), where virtual delegates could speak, make motions, and vote on all issues . Based on these experiences, the following should also be considered when drafting special rules for large electronic membership meetings:

• Direction on how members access and participate in the meeting, including the technology platform to be used for speaking and, if different, voting .

• The specific items of business to be considered .

• Clearly defined steps for members to get recognized to speak or make a motion, including whether motions are simply stated audibly or must be submitted electronically in writing .

• That members must remain muted when not speaking, and when speaking, should reduce background noise or distractions as much as possible .

• Individual speaking limits, which will likely be shorter than at in-person meetings . (Debate limits of 10 minutes per member with up to two opportunities to speak tend to be far longer than members will tolerate online .)

• Total debate limits on individual items, such as per proposal or resolution .

• That motions requiring a second are already deemed seconded . (Waiting in virtual meetings for a member to be recognized, unmute, solve technology problems, and identify themselves just to say “second” takes up valuable time in large virtual meetings .)

• That certain motions will not be recognized or not in order, depending on the specific meeting . For instance, in a telephone only meeting where motions cannot be seen by members, on-the-fly amendments from members might be unworkable . Other motions, such as to demand a rising vote, make little sense in a virtual setting .

• That an individual connectivity issue is not a basis for retaking a vote or a Point of Order, in that one person having a Wi-Fi problem cannot be the basis for repeating everything .

For those looking for one set of generic electronic meeting rules for all organizations, there is no such thing . The recommendations in RONR and above are a start, but the best rules for a specific meeting will vary based on the organization, its governing documents, the technology to be used for the meeting, and the issues to be considered and voted upon during the meeting .

Additional Advice

It takes longer to transact business in a virtual meeting . Sometimes delegates can’t be heard . Or the screen will freeze, and remarks have to start over . Or the time to connect and recognize people isn’t taken into account . However long you think a virtual meeting is going to take, it will likely take half again as much .

Someone should be assigned to troubleshoot technology issues during the meeting, such as log-in issues, reconnecting dropped participants, helping members with speaker or microphone issues, or confirming that unknown phone numbers or electronic devices should have access . It’s hard to chair a meeting and manage the technology simultaneously .

Participants should be reminded to unmute themselves, either when recognized or through an onscreen reminder slide .

Participants should be told to turn off their speakers . It is very distracting when a member’s remarks echo back a few seconds later .

Unanimous or “general” consent saves time during in-person meetings but does not work so well in large virtual meetings . Since members are likely muted, asking “Is there any objection to…,” may be met with silence . Using an online chat feature to have members type a response to the question “Is there objection?” tends to lead to confusion . Members also seem more likely to object in a virtual environment than to yell out an objection at an in-person meeting, which then requires the formal process be followed . Given these difficulties in obtaining unanimous consent virtually, it’s often faster to vote electronically on all issues, even noncontroversial ones .

Most online platforms have a “chat” or “text” feature that allows participants to communicate during the meeting . While useful for other types of meetings, it can be a problem during an online business meeting if members type their thoughts on the proposal being discussed . Debate is supposed to happen aurally on the floor . If there is a chat feature, there should be consideration of rules to restrict its use to items such as getting recognized to speak (if necessary) or IT problems . Substantive comments related to issues on the floor should be deemed out of order and possibly a basis for removal from the meeting, if egregious .

In an in-person meeting, the vote count on motions is not usually announced by the chair and not entered in the minutes . Votes on motions are announced simply as having been “adopted” or “lost,” unless a count has been ordered or the vote is by ballot . RONR (12th ed .) 4:49; 45:39 . The nature of voting online pretty much requires that all votes be announced or shown as actual numbers or percentages . Because everyone knows the electronic platform is tallying such results, members will quickly ask for a count if the full announcement is not made automatically .

Differences Between In-Person and Electronic Meetings

Just because a larger meeting can be held electronically doesn’t mean it should be . Without question, there are advantages to meeting virtually . Electronic meetings can save travel time and expenses . Electronic meetings also permit members with work or family conflicts who could not attend an in-person meeting to participate virtually . Downsides to virtual meetings include learning curves and (possible) new costs associated with large meeting or voting platforms . Such concerns might not exist for small boards or membership meetings that can meet through straightforward online platforms (such as Zoom or GoToMeeting or Microsoft Teams) to discuss and vote on issues like at in-person meetings . In contrast, there can be significant differences between in-person and electronic gatherings of large conventions or annual member meetings . The current distinctions might lessen as technology improves and online deliberation becomes more familiar, but here are some instances where virtual meetings differ from in-person meetings:

• Technology issues, whether big or small . At in-person meetings where the power goes out, meetings and voting often continue uninterrupted through light from windows . Not so at a virtual meeting . Electronic meeting technology keeps getting better, but connection issues, outages, or coverage issues will occur .

• Member experience . Individual members’ meeting experience will vary greatly based on access to state-of-the art technology and Internet connection speeds .

• Different meeting dynamic . While large in-person assemblies often fight over certain proposals, there is still a feeling that it is a meeting of one organization . Large electronic meetings tend to feel like hundreds of individuals sitting somewhere doing their own thing .

• Less transparency . At in-person meetings everything happens real-time . If a member goes to a mic with a Point of Order, other members see that . In a virtual meeting, most things occur behind a curtain . Delegates don’t really know who’s “next in line” to speak, and a member might not be called on in the order they should be recognized, or at all . If a member is unruly, there will be temptation to simply mute or disconnect the member .

• Less individual engagement . It’s hard not to pay attention in a large physical meeting or convention . You aren’t likely to fall asleep or have a telephone conversation in the middle of other delegates . There is no such buffer with virtual meetings . The fall-off between who is logged-on for the meeting and who votes on motions can be extreme . That’s likely a function of what we do while on virtual meetings—other work, surf the Internet, make a sandwich, complete other activities, etc . In other words, members might be present online, but with half (or less) of their eyes and ears . If delegates are not visible on a screen, it’s likely even more common .

• Different tone . Virtual meetings bring out the worst in some people . Members can be meaner and “in your face” than they would likely be in person . Virtual discussion is impersonal and, in some ways, similar to online chats and comments, where participants can be more negative . At an in-person convention, you must go to a microphone and make your comments directly in front of other delegates, often friends or peers . That dynamic likely causes members to be more circumspect . In contrast, individuals talking to screens from their living rooms tend to be willing to say most anything—no matter how ugly or confrontational .

• Altered voting dynamics . Electronic votes often go differently than they would in person . Most often, noncontroversial proposals tend to have more votes against them . Or there might be more votes to take controversial positions, remove board members or officers, or reject items that in person would have been easily approved . At a physical meeting, you tend to vote by saying “aye” or “no” or rising in front of fellow members, often colleagues from your own organization . In other words, there are personality and group dynamics involved . You are also somewhat forced to be engaged in the process—you are present at the meeting, and there is little to do during proceedings but pay attention to the issues . In an online meeting, you are answerable to no one . You might also be paying less attention to the proceedings and voting with less information . Perhaps online voting gets closer to what individual members think, but recognize that it is different from in-person voting .

• Difficulty in “working out” things . At in-person meetings, controversial proposals are often compromised on the floor or outside the meeting hall during discussions, possibly in hallways or after-hour events . For instance, maybe a motion to raise dues by “x” was doomed to fail, but members discussed the proposal and agreed to a compromise amount . Being physically present AT the meeting allowed that to happen . It is difficult to work out differences during virtual meetings, and most proposals simply get an up or down vote as proposed .

• Little sense of community . There is more to meetings and conventions than simply voting on motions . Relationships get built . Friendships and trust are forged . All of that creates future leaders and builds a sense of community for the organization . Much of that happens elsewhere than on the floor, such as during social events or during conversations outside the meeting . Future technology may get there, but at present, it is difficult to build such relationships and a sense of community in virtual meetings .

Conclusion

Given the pandemic and new technologies, it has made sense to lean heavily into electronic meetings . And now that we’re familiar with online platforms, some hope we’ll never go back to physical meetings . Virtual meetings have many positive benefits, and with time, might become even more identical to in-person meetings . However, it’s currently worth weighing the benefits and disadvantages of meeting in-person versus virtually when deciding how to convene a particular meeting or resolve a specific issue . NP