COVID-19: 3 Things Most People Get Wrong About Virtual MeetingsIf you think your board and annual meetings are dull, I have just the thing to liven them up. Make them virtual! That’s right. For a small fee – or maybe even for free – you can hold a meeting on the phone or on the computer, where we will all surely make better decisions surrounded by the sounds of pets and washing machines and the dance-party that Jillian is having because she thinks her phone is on mute.

Seriously though, having a virtual board meeting or annual meeting may seem simple enough from a technology perspective, but holding a meeting that’s both virtual and compliant is anything but simple. Here are the top three misconceptions about virtual meetings:

1. Any Group Can Have a Virtual Meeting.

False. Just because the technology is there doesn’t mean your group can have a virtual meeting that’s valid. Check the law of the state where your organization is incorporated, and look for law that applies to the type of group that you have (e.g., if you’re a nonprofit, look for the law that talks about board and membership meetings for nonprofits). Better yet, ask a lawyer to check for you.

Even if the law gives you the green light, make sure you also check your governing documents (i.e., your bylaws). The law might say something like, “Sure!  Have a virtual meeting as long as your bylaws say that you can.” And if your bylaws are silent, you’re back to square one. Alternatively, the law might say, “Sure! Have a virtual meeting as long as your bylaws don’t say that you can’t.” If that’s the case, and your bylaws are silent, you’re likely still in good shape. Either way, check your bylaws.

2. A Dial-In Number (and Maybe a Screen) Are All You Need for a Compliant Virtual Meeting.

Definitely not true. Robert’s Rules of Order Newly Revised has all kinds of things to say about how to have a compliant virtual meeting. (So surprising, right?) This is because a deliberative assembly (a fancy name for a group where every person has equal rights and an equal vote) is all about an equal right to information, to discussion, and to vote. Put everyone on the phone or on Zoom! and all of sudden Derek Dogmatic – with the voice that reaches across the Grand Canyon – has waaayyy more of a “right to discussion” than Abby Agreeable. And what about Doug Dark Ages? Does he even know what to do with a dial-in and passcode, not to mention a Go To Meeting log-in? If he doesn’t, his right to information is seriously diminished. Of course, the elephant in the room is the voting, especially if you need to take a vote that’s secret.

Now, don’t misunderstand. I’m not saying that a compliant virtual meeting is impossible. But what I am saying is that you have to give serious thought to how to follow the same rules that you would if everyone were physically in the same room. Getting help from a lawyer and a professional parliamentarian isn’t a bad idea either. A professional parliamentarian who has lived through numerous meetings – the regular kind and the virtual kind – can help you navigate the traps and make sure the validity of your group’s actions can’t be questioned later.

3. Virtual Meetings Are Better Than In-Person Meetings.

Often not true. There’s a school of thought that virtual meetings are better because technology exists and because a virtual meeting can be organized more quickly than a physical meeting. I disagree. As discussed above, there are many hurdles to having a virtual meeting that’s compliant, even with stellar technology. And, even though our world is advanced, there’s still something to be said for the progress that can be made when all parties are physically present in the same room to dialogue and make decisions. To be sure, COVID-19 is going to make less traditional measures the first (and perhaps only) option for board and annual meetings in the short term, but let’s not lose sight of the fact that there are benefits to an old-school meeting and that technology – while no doubt helpful – comes with drawbacks.

4 Things Most People Don’t Know About NominationsIf you make a list of problem-causing parliamentary procedure events, nominations and elections will be near the top. For some reason, groups tend to wait until an election is contested or has “gone wrong” and then check to see what Robert’s Rules says.

Here’s a tip – if your group has elections coming up, pull out your bylaws and see what they say about the nomination and election process. Then get out Robert’s Rules (or peruse the nomination and election posts on this blog) and educate yourself a bit. Odds are, you’ll learn a few tidbits that will make the process smoother. Here are a few to get you started.

1. Nominations don’t need a second.

That’s right. Almost everything in parliamentary procedure land needs a second, and here’s why. But nominations don’t. That’s because every member has a right to make a nomination (unless the bylaws limit it, of course). And because every member has a right to make a nomination, we don’t need another member to legitimize it with a second.

I’m guessing your mind is thinking of organizations where you’ve heard a “seconding speech” after a nomination is made. Often this happens so that two people (the nominator and the “seconder”) can speak to the qualifications of a candidate. There’s nothing objectively wrong with this practice, of course. Just know that Robert’s Rules doesn’t require it.

2. You must always take nominations from the floor.

Robert’s Rules says that you must always ask for nominations from the floor unless your bylaws explicitly say that you don’t. You might have a nominating committee. That’s great. But unless your bylaws say something like “no nominations from the floor,” you have to take the committee’s report and then give everyone else an opportunity to add to it via nominations from the floor. And, if you’re voting by ballot, you need to include a place where members can write-in whomever they’d like. It’s Robert’s Rules way of protecting democracy and giving everyone their say about who is elected. If this bothers you, just make sure your bylaws or special rules clearly say that nominations from the floor aren’t allowed.

3. If only one person is nominated, you can elect them by acclamation.

To elect by acclamation means to elect with a loud expression of approval – like clapping. Unless your bylaws say that you have to use a ballot, you can elect by acclamation when only one person is nominated for an office. It’s a huge timesaver for organizations that have an uncontested slate.

4. Nominating committee members can also be nominated themselves.

I’ve learned that nominating committee members feel a strange necessity to project humility when nominations and elections roll around. They back away from being a nominee if they’re on the nominating committee, and they’re afraid to vote for themselves if they’re a candidate. Neither of these approaches is necessary or proper. Prohibiting nominating committee members from running for office themselves is an unnecessary penalty for being on the committee and could be used strategically to disqualify certain qualified members from potential candidacy. If you’re a qualified and willing candidate, you should seriously consider running. Don’t let a stint on the nominating committee prevent you.

Can the Chairman of a Meeting Vote?Here’s a common parliamentary procedure question: “Can the chair vote?” Robert’s Rules gives us some preliminary help on chair participation with a vague “yes, but only sometimes.” I’d like to take this a step further by addressing some specific circumstances and “what ifs.”

But, before I tell you about the chair’s voting powers, you should know that an underlying principle here is impartiality.

The chair has the same right to vote as everyone else, but Robert’s Rules likes the chair to convey neutrality to the members so that no member feels slighted or has any reason to question whether fundamental member rights are being honored. Because not voting is one way to give the chair an “air of impartiality,” parliamentary procedure allows the chair to vote only in special circumstances. Read on.

The chair can always vote in a small board or committee.

Small boards and committees (i.e., under 12 people) get to relax Robert’s Rules a bit. If you’re in one of these types of groups, the chair can always vote.

The chair can always vote if the vote is a secret.

If you’re using a secret ballot (anonymous voting), the impartiality issue is gone, and the chair can vote.

The chair can always vote if that individual vote would affect the result.

Here’s the rule: If the chair’s vote would make a difference on whether a motion passes or fails, the chair can vote. But the chair doesn’t have to vote in this instance.

And here’s the same principle again: When one vote makes a difference, Robert’s Rules cares a little less about the “air of impartiality.”

Here are three examples of legal chair participation in a close vote and the resulting impact:

A motion is on the floor to renovate the kitchen at the organizational headquarters. The motion needs a majority of those present and voting to pass.

Example 1: Without the chair’s vote, there are 50 votes in the affirmative and 50 votes in the negative. Unless the chair votes, the motion will not pass. (A tied vote on a motion means the motion fails.) The chair thinks, “Food is pretty important stuff. Anything to do with kitchens, I’m in.” So, he votes yes. The new totals are 51 votes in the affirmative and 50 in the negative. The vote passes.

Example 2: Without the chair’s vote, there are 51 votes in the affirmative and 50 votes in the negative. Unless the chair votes, the motion will definitely pass. The chair thinks, “You know, we could really use that money to restripe the parking lot. And I’m all about practicality. Food can wait.” So, he votes no. Now the total votes are 51 in the affirmative and 51 in the negative. Because a tied vote is not a passing vote, the motion fails.

Example 3: There are 51 votes in the affirmative and 50 votes in the negative. Unless the chair votes, the motion will definitely pass. The chair thinks, “People might judge me if I vote in the affirmative and hijack the kitchen renovation. I’ll just be quiet.” So, he abstains. That means the totals don’t change—there are still 51 votes in the affirmative and 50 votes in the negative. The motion is adopted.

So, if you’re the chair of your organization, use your voting power carefully. And in the back of your mind, do prioritize impartiality as an important aspect of wise leadership.