Boys & Girls Clubs of America 4.22.20

PLEASE

Governing Virtual Resources

Virtual Board Meetings

The Value of Virtual Board Meetings for a Nonprofit

How to Host Successful Online Board Meetings

Board Meetings: Time to go Virtual?

Virtual Meetings and Today's Effective Nonprofits

Virtual Board Meetings State Laws

Click here to access the Governing Virtually Webinar held on 4.22.20

and the PowerPoint Presentation.

Please also visit bgcaboards.com for more information regarding COVID-19 resources.

Governing Virtually

Presenters: Boys & Girls Clubs of America

Kristine Morain – Senior Vice President, General Counsel

Tony McWhorter –National VP Strategic LeadershipDevelopment and Talent Management

Rules of Engagement

► Please put your phones or computer microphones on mute

► Please do not turn on your webcams to help with bandwidth

► Please submit your questions into the Chat area. Michelle

Hawkins, Director of Organizational Development, will monitor and

share with our team for a response.

► This Forum is being recorded. We will post the link soon on BGCABoards.org, so you can watch again or share with other members of your board.

Learning Outcomes

► Understand the role of the board and best practices during a

pandemic

► Apply leadership practices to effectively lead and govern virtually

► Understand the challenges associated with virtual meetings

► Learn tips to facilitate a successful virtual meeting

The Board’s Role in a Crisis

► Duty of Care Loyalty and Obedience still apply

► Reviews organization’s plans and consider:

► What aspects of this situation could affect our organization?

► What are the organization’s greatest vulnerabilities?

► What questions from the press would we least like to face?

► How can we prevent worse-case scenarios from occurring?

General Practices to Consider during COVID-19

► Show support and stay connected to the CEO

► Advocate for economic relief for non-profit organizations

► Ensure Financial Health

► Maintain important committee functions, especially safety

► Manage risk and develop a communications plan

► Pull in needed experts when needed

What is a Virtual Team?

► Separated by physical distance

► United by a common goal

► Facilitated by technology

Untangling Virtual Meetings

Challenges to ConsiderEngagement and facilitation

Personal comfort levels

Meeting size – Still must have a quorum

Training

Technology (Zoom, Google Hangouts, Skype, GoTo

Meeting, Microsoft Teams)

Discussing complex issues

Confidentiality

Legal Issues

Review your State Laws and Bylaws

► Review your Bylaws – do they allow for virtual meetings?

► If not, is there a provision for amending your bylaws?

► What is required by your state?

► What changes do you need to make and what is the process to do so?

AdobeStock_Vitalii Vodolazskyi

Sample Bylaws Clause for Virtual Meeting

A core issue for bylaws to emphasize is the necessity for virtual meeting participants to be able to hear and speak to each other:

► The board of directors or a committee of the board may participate in a meeting of the board or such committee by means of telephone conference call or any other means of communication by which all persons participating in the meeting are able to hear and speak to each other.

Sample Bylaws Clause for IndividualThis example spells out when individual virtual presence is permitted:

A member of the board may attend a meeting via interactive telephone, Internet, satellite audio, or video conferencing or any other technology that enables all participants to be clearly audible to one another. Remote participation is allowed for the following reasons:

1. Personal illness

2. Personal disability

3. Emergency

4. Military service

5. Geographic distance

The board member attending remotely participates in the entire discussion item prior to voting on an issue. A member participating remotely may participate in an executive session, but must state for the record that he or she is alone and cannot be overheard. Alternatively, another person may be present with the member participating remotely if the board votes to authorize it.

Recording Minutes for Virtual Meetings

Boards should ensure that corporate secretaries include the following components in their meeting minutes:

► Note that the meeting was held virtually and that each attending board member had ability to voice concerns or ask questions. Cite audio feature if it was available.

► In the case of committee reports, action item assignments, or votes ensure that director names are included. It is not necessary to use director names for all discussion summaries.

► Clearly identify questions posed and decisions made on the call.

► If there is a vote, be sure to ask for all in favor, opposed and discussion

Tips for Safe Technology Use

The use of safe technology is important to protect the organization.

There are several platforms available; here are a few articles on safe

meetings for two popular platforms – GoToMeeting and Zoom:

► https://blog.gotomeeting.com/5-best-practices-staying-secure-

gotomeeting/

► https://docs.google.com/document/d/1fA1IGXaa3KdGzBOOnpxd3p

Vh_IVaPUBxUTqj-M3YAjg/edit

Best Practices for Effective Meetings

Board meetings that work have these qualities:

► Careful planning, a strong agenda, and comprehensive board information

► A focus on strategic issues

► Leadership by a skilled chair who challenges board members, draws on their expertise, and

promotes active discussion

► An environment of trust and respect

► Follow-up on meeting goals and action steps

► Board Members SHOULD be prepared, be engaged and stay on point

Rules of Engagement

► Read board materials in advance of the meeting

► Find a quiet space to participate, and use the mute button to prevent the transmission of

background noise.

► Do not multi-task (do other work) during the meeting

► Speak up to get attention if you have something to say.

► Turn on your video whenever possible and be camera ready

Facilitation Strategies

► Set the stage by testing technology ahead of time

► Learn to read the room

► Ask for feedback

► Be prepared to deal with multitasking

Key questions for boards using virtual meetings

► Have we ensured that our video or teleconference platform is secure and that the board is able to have candid conversations?

► Do we have a safe-communications policy for the board that outlines how directors should securely exchange information with one another and management, including through the use of email, text messages, and platforms such as board portals?

► Are our virtual board meetings devoted more to discussion than to presentations? Do board members come to meetings prepared? Does our chair properly monitor the discussion so that the meeting runs efficiently?

► Does our board leader have the skills to ensure full participation by directors?

► Have we established a process for effective board-level decision making in key matters during virtual meetings?

Q & A

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