Six Tips for Effective Virtual Board Meetings

by | May 18, 2020 | COVID-19, Market Trends, Meeting Effectiveness, Technology

GGA’s Advice for Virtual Board Meetings

COVID-19 has changed a lot of things: supermarket hours, the availability of toilet paper; handshakes are now elbow bumps and hand-washing is accompanied by a catchy chorus. It has also changed things for board members. While many had already started the migration to electronic materials, before the pandemic (remember those days?!), the ‘holdouts’ who still preferred (or were only offered) printed meeting materials suddenly viewed them as potentially viral infested vestiges of a bygone era! And with the influx of new affordable and flexible board technology offerings, the idea of going fully digital has been embraced. At the same time, the original board portals are showing their age with this sudden push into the ‘virtual spotlight’. Their cumbersome and expensive server resident technology is being left behind as boards begin to run board, even annual general meetings, virtually.  

Until very recently,  virtual board meetings comprised a very small percentage of board meetings. But in 2020, virtual meetings became a necessity overnight. With all that is going on, it can be challenging enough for a Board Chair to maintain in-meeting efficiency, making sure meeting agendas run smoothly, and keeping members engaged. With the immediate switch to virtual meetings, the saying “business as usual” has been replaced by the “next normal”. In order to advance to this new norm, boards need to ensure that they are utilizing the correct tools and good governance processes to optimize productivity, place crucial information at a board’s fingertips, and encourages confidential collaboration and decision making in a rapid, time efficient manner. Board meetings should continue to run as effectively and engaged as possible, despite new virtual and socially distancing formats. As a board member, you can take advantage of these opportunities for cost effective and productive virtual board meetings by using the following tips:

Tip #1: Know and Continue to Embrace Your Business’ Culture

First and foremost, review your board governance terms to ensure that virtual meetings are allowed in your organization. If virtual meetings aren’t mentioned or you are unsure, speak with your board chair or legal counsel to clarify any potential ambiguities and make adjustments, as required.

Once all is good to go, reflect on ways to ensure meetings are conducted so they are still in concordance with company culture and philosophy. It would be a good idea to take some time to review company tenants and values. Respect? Diversity? Experience? Diligence? It is easy to lose sight of the bigger picture and individuality when stakeholder interaction resides on pixels. Be sure to remain steadfast in implementing organizational culture – it will keep members motivated, reassured, and conscientious.

Tip #2: Update and Embrace Board Technology

Now more than ever – invest in the ‘right’ technology. Does your board use board software? Does it facilitate virtual meeting efficiencies and effectiveness? Is it checking all the boxes necessary for a seamless and optimal virtual meeting? Do you have live video conferencing, a secure document repository, proxy surveys, on-line voting and automated minute taking in one centralized, secure location? Are all the services you use cost efficient? If not, you are not taking advantage of what the 2020 marketplace has to offer. Far too many times boards are forced to spread themselves thin with multiple softwares and tabs open – leading to a disorganized and disheveled (likely fed up) board member. This also means a less productive and motivated board member – which defeats the purpose of using board management software as it is expected to assist meeting preparation and facilitation, not hinder it. Your software needs to be a central location for all board tasks, easy to navigate, with internal communication features that keep board members connected!

Furthermore, virtual members must be able to see and hear other members. Yep – this means no muting the audio or turning off the video feature. Using the camera and microphone is not only essential to optimizing the virtual experience and keeping others engaged, it is the best way to communicate. 55% of communication is body language and another 38% is tone of voice. That’s a whopping 88% of communication! We all know communication is key – so be sure to have both efficient video cameras and microphones embedded into your technology.

Tip #3: Know Your Virtual Meeting Etiquette

It is spring 2020 and for those familiar with COVID-19 will likely be familiar with the popularity of trending web-cam mishaps as professionals take to work in pajamas, undergarments, or half asleep, underestimating the cameras range and unaware they are ‘sharing’ the experience via live video conference.  

Yes even board members may need to be reminded to approach virtual meetings with the same respect, preparedness and professionalism as you would in-person board meetings. Meeting time is meant for collaboration, productivity, and attentiveness so losing yourself in the abundance of distractions such as emails, web surfing, texting, or afternoon snacks, is not acceptable. It is not only an egregious waste of valuable time; it is also disrespectful to your fellow board members who are actively participating. Join the virtual meeting prepared by reading necessary pre-meeting notes, mute your phone, speak as clearly as possible, keep movements to a minimal, and hold a standard of discipline just as in any other board meeting.

Tip #4: Make the Meeting Feel Comfortable and ‘Normal’

As with face-to-face meetings, if all members make an effort to stay focused; actively participating, actively listening, and sharing insight during the meeting it will reinforce the feeling that this is a ‘normal’ board meeting. It is of utmost importance that there is a mutual sense of respect and that everyone feels heard even though you’re not in the same physical room. This means don’t shy away from small talk, humor, and ‘virtual’ bonding – embrace it. But exercise this in a way that doesn’t derail the flow and progress of a meeting. And just a reminder (as we are sure the lines get blurred with digitized work environments): we are human, not robots!

The “attendance” sheet should show on the meeting screen so that everyone can see who’s present and accounted for. Ideally, utilize a ‘gallery view’ in your electronic meeting software so that you are able to see body language and ‘make eye contact’ (ish). This will encourage conversation and collaboration and is essential to productivity.

In virtual meetings, it is helpful to try to address fellow board members by name if you are addressing them directly, as they can’t tell necessarily tell who you are speaking to. The Chair has to pay extra attention that quieter individuals are heard and that their ideas don’t fall through the cracks! Even if you’re relatively new to virtual meetings, watch and learn from your colleagues. Give feedback to your Board Chair if you feel that there’s a better way to run some aspect of the meeting. Some board software, for example, offer a ‘hand-raising’ function. If there is too much ‘over-talk’ in your opinion, you could ask the Chair to request that members utilize this function. You are on a board because your insight is valued – find the best way to share it!

Tip 5: Optimize Your Virtual Meeting Efficiency and Effectiveness

Virtual or not, everyone wants to feel like they have contributed to the efficiency and effectiveness of the board meeting. These approaches help to ensure this in a virtual environment:

  1. Attention spans can be a bit tougher to manage in a virtual meeting. To mitigate this, keep important agenda items at the beginning when members are most attentive. Agenda items are most productive when concise but conversational, focusing on essential points with regular conversation throughout,
  2. Similarly, the flatter feeling of a virtual meeting may need additional structure or prompts to keep it moving and feeling “alive”. Assign estimated time to the agenda items to communicate the expectation and assist the Chairperson in facilitating the meeting efficiently. Use your board platform tools (if available) to assist with this and provide audible prompts when an item is running over,
  3. Exploit the advantages of the virtual aspect of the meeting. For example, take advantage of the ability to screen share videos and images that were not necessarily easy to incorporate into face-to-face board meetings. Or have ‘experts’ on stand-by to be ‘Zoomed’ in, as required, without having them sitting in a physical waiting room for long periods of time, etc.,
  4. Create/suggest some new meeting norms/processes to enhance the virtual experience. For example, you could have a 15 minute ‘arrival’ period in advance of the call to order to allow for the casual and more personal ‘how are you’s’ that are missing from not being in the same room. This personal ‘verbal’ connection is even more important when you are physically distanced from each other, and finally,
  5. Set up your ‘meeting space’ to maximize your meeting experience and that of your fellow board members. Ensure that you have a good quality microphone and video camera either within or as adjunct to your computer. Test your Wi-Fi and bandwidth ahead of time to ensure that you can stream the meeting without delays or freezing. And make sure that you are in a quiet space so that your peers do not have to listen to distracting sounds from your environment.

Tip 6: Contribute to Enhancing the Virtual Board Meeting Experience

Share feedback with the Chair on the meeting process and outcomes. This should be both informally through post-meeting comments, and formally through additional questions on the annual board assessment. Utilize the tools within the board platform to share ideas, opportunities for improvement to learn and enhance future meetings.

Closing Thoughts

While, like handshakes, many of us look forward to a return to face-to-face board meetings, it’s obvious that the practice of holding at least some ‘virtual meetings’ is here to stay. The foregoing tips should help to make that reality a positive experience for you as we move to our ‘next normal’. To learn more about technologies that can further enhance the remote board member experience with state-of-the art, affordable technology tools, click here to view an overview of GGA’s emPower platform.

Contributing Authors:

Arden Dalik, Senior Partner
Aamani Mohamed

How to Write a Motion for a Board Meeting

by | Mar 11, 2019 | Governance, Leadership, Meeting Effectiveness, Productivity

Considerations for a Well-Written Motion

It’s the holidays and you’re the chosen victim to host this year’s family dinner. Unfortunately, this dinner doesn’t get your undivided attention because your AGM happens to be right around the corner, and you have the meeting and motions to prepare for. Lucky for you, there’s a universal “recipe” that can ensure success in the kitchen and the boardroom…

A well-written English Trifle recipe is similar to a well-written board meeting motion. It’s unique, concise, specific and ensures that your family can taste the whipped cream that you infused into each individual raspberry, the same way your board members can see the hard work you put into your motion.

The Motion

Stop.

Before you read any further you must organize your thoughts. A good motion writer can easily itemize the countless innovative ideas bouncing around his or her head.

Instead of taking the long way to work before the AGM, arrive early enough to practice your motion and to jot down any additional main ideas that you want to convey. Do not forget to include the key ingredients to your motion, such as why the motion is necessary, any legal factors, and if the board is working against a deadline. A good motion writer will be well versed in the details of their motion and has mentally anticipated any potential questions or concerns.

Does your motion need funding? Be very particular about the wording you choose and the details surrounding where you recommend the funds come from. Any motions that propose funding will require a second motion to approve the allocation of funds.

While preparing, it is important to read and re-read your motion. Say it out loud. Is it clear? Does it ask your board of directors to take a specific action? Does it need a time-frame? Don’t be afraid to ask for feedback from one or two other board members, prior to the meeting.

Motion Types

Parliamentary procedure (Robert’s Rules) provides set guidelines when it comes to making motions. The following are common types of motions:

  • Main Motion – this is the “ask” motion. It requires that a board takes a specific action. It requires a second and can only be introduced if there is no other motion on the floor.
  • Subsidiary Motion – this motion changes the treatment of a main motion. For instance, a motion is introduced by one board member and another member may deem this motion sensitive in nature and introduces a subsidiary motion to go into executive session. An executive session would be used to further discuss the main motion, prior to voting on it.
  • Privileged Motion – this motion takes precedence over other motions and they are not up for debate. It is the motion that provides boards of directors the opportunity to bring up urgent matters that are typically unrelated to the business being discussed at the current meeting. They cannot be combated with a subsidiary motion, unless the board wants to adjust the time to adjourn or take a recess.
  • Incidental Motion – this motion asks for additional information on the procedures related to other motions. Incidental motions table the main motion until clarity is provided.

Examples of a Motion

Let’s look at a couple of examples. The board at a top public university has been discussing whether to renovate the kitchens in the four freshmen dorms. They haven’t been renovated in approximately 15 years and the board agrees that they need to be updated. It’s time to make a motion to renovate the kitchens.

A poorly-written board meeting motion:

I move to redo the kitchens in the four freshmen dorms.

A well-written board meeting motion:

I move to redo the kitchens in the first and second freshmen dorms in May 2019. The second phase of renovations will occur in July 2019, for the third and fourth freshmen dorms. The renovations for both phases will be funded by the board’s budget at a cost of $60,000.

The more detail the better. If you are vague and unclear you may face more amendments, and risk the modification of your original motion to an unrecognizable point.

Closing Thoughts

That completes your overview on how to effectively write a motion for a board meeting. Feel free to browse through the rest of our blog (how about checking out How to Chair a Board Meeting) for more.

How to Chair a Board Meeting

by | Sep 17, 2018 | Board Dynamics, Leadership, Meeting Effectiveness

Our Advice for Chairing an Efficient Board Meeting

 Welcome. Please everyone, take your seats.

You’re standing at the front of the room, ready to nosedive into the fifteen agenda items scheduled for the next 2.5 hours. There’s never enough time in the day, let alone allocated for that quarterly board meeting. Nevertheless, you’re ready. Thanks to an über knack for preparation, your watch and smart phone have already been synced to the antiquated clock ticking away at the back of the room. Hell-bent on keeping everyone focused and on schedule, nothing can stop you now.

Board Chair Qualities and Attributes

Being successful at the helm of a board meeting isn’t a fate destined for just anyone. A board chair needs to possess a thorough understanding of exemplary corporate governance principles. A fruitful board chair will have and maintain a strong relationship with the CEO, becoming their go-to for advice, counsel and support. To be successful, they must have experience in the organization’s industry. Exceptional board chairs will have the vertical knowledge and experience, on top of possessing the needed social and organizational skills to run a board meeting with ease.

Contrary to some incessant advertisements, one size rarely fits all. Such a sentiment is especially illustrated when it comes to the personalities of members on any board. Board chairs need to be ready to deal with every kind of personality type; after all, board members are human. Open mindedness and humility are a couple of imperative attributes that a board chairperson must have. These attributes will allow them to hear all sides of arguments, permitting opinions to come forth respectively, and creating a collaborative environment. It will also allow the chairperson to play devil’s advocate, when necessary, to avoid any chance of group-think.

The board chair must be decisive and confident in tone and body language. They need to keep control of the meeting, without coming off as excessively demanding. An expert chairperson skillfully blends the ideas of board directors and clarifies their perspectives.

During the Meeting

Robert’s Rules of Order. We rarely think twice about Robert or his rules. We don’t think twice because, without exception, board meetings universally operate according to Robert’s Rules, which is commonly known as parliamentary procedure.  A prosperous board chair will be familiar with the basic rules of parliamentary procedure and know exactly how to look up regulations for uncommon situations.

Calling the Meeting to Order

First and foremost, the board chair will establish a quorum, which is defined in the organization’s bylaws. Simply put, a quorum is a majority vote. The board chair will count members as they arrive for a meeting and the board secretary will note whether a quorum takes place, in the meeting minutes.

If a quorum isn’t established, the board chair may do one of four things:

  • Reschedule the meeting – for a day when more members are available.
  • Adjourn the meeting.
  • Recess – put the meeting on pause, giving the members more time to return to the room.
  • Round up the members like a shepherd does his sheep – call them personally and see if you can get enough for a quorum.

Once the board chair establishes, or re-establishes a quorum, the meeting can begin – ceremoniously marked by the resonating pound of the gavel.

Opening Remarks and Minutes Approval

An excellent board chair will kick off the meeting by acknowledging the board directors and guests – which sets a respectful tone for the meeting. Opening statements are an opportune time to make any announcements, give thanks to retiring members for their service, and provide any last-minute reminders.

If applicable, the corporate secretary will read the previous board meeting’s minutes. The board chair will ask for any modifications to the minutes. If the directors have corrections, the secretary will make them. The chair will then call a vote to approve them or approve them as amended. A motion gets seconded and a vote to approve finalizes the approval of the minutes. The secretary will make note of the approval.

Reports, Orders and New Business

What’s a board meeting without those reports we know and love?

  • Treasurer’s Report – there is no official vote on this report, unless it has been audited first. The report is simply filed.
  • Officers’ Reports – the secretary may read these reports out loud or ask the directors to read them on their own. The chairperson will cover any outstanding matters that require action and calls for a motion and a second to initiate voting.
  • Executive, Standing and Special Committee Reports – These reports will be submitted, prior to the meeting and the directors are tasked with reading them, prior to the meeting. If any recommendations come out of these committees, the board chair will present the motion, and call for a vote.
  • Special Orders – these orders are specific actions, e.g. nominations and elections, that occur at certain times of the year.
  • Unfinished Business and General Orders – pertains to any outstanding agenda item that didn’t get resolved in a previous meeting, so the board chair moved it to the current meeting for further review.
  • New Business – refers to new agenda items. Board directors may introduce a new item, prior to the meeting, with approval of the board chair. The item will then be debated, amended, and put to a vote.

Announcements and Adjournment

At the end of the meeting, the board chair will open the floor for any general announcements. The board chair will then close the floor and entertain a motion to adjourn, which must be seconded and may not be amended. A majority vote will adjourn the meeting.

Closing Thoughts

So, there you have it folks. Your go-to-guide on how to successfully chair a board meeting. Feel free to browse through the rest of our blog (how about checking out The Secret to Successful CEO Succession Every Board Should Know ) for more.

 

Board Meetings: Worst Practices

by | Jul 27, 2018 | Board Dynamics, Governance, Leadership, Meeting Effectiveness

Factors that Result in an Ineffective Meeting

Ineffective Board and Committee meetings are one of the key factors that inhibit a board from operating most efficiently and helps drive better decision-making. As an advisor to boards, I have participated in hundreds of meetings over the years and have observed both efficient and inefficiently run meetings. Ultimately, the meetings that ran most inefficiently are distracted by trivial issues that delay decision-making.

Four Key Factors That Lead to Ineffective Board or Committee Meeting

1. Poor Time Management

2. Lack of Member Participation

3. Insufficient Time to Review Materials

4. Unprepared Board/Committee Members

Poor Time Management

This occurs in situations where the key issues to be discussed are side-tracked by trivial or unrelated issues that would be better discussed outside of the scheduled meeting time. It also can happen when an insufficient amount of time is allocated to discuss important issues. This means that decisions are either rushed or are deferred until future meetings, which can delay the organization’s overall agenda.

Lack of  Member Participation

This occurs in situations where one to two members of the Board/Committee dominate the conversation while other members are either unable to speak or are less prepared and therefore have little to add to the conversation. This means that the full breadth of views on an issue may not be discussed and considered, which can lead to less effective decision-making. It also can lead certain Board/Committee members, who are unable to participate, to question their relevance and value that they are bringing to the discussion.

Insufficient Time to Review Materials

This occurs in situations where meeting agendas and supporting materials are sent out only one to two days in advance of a meeting. Not only does this provide Board/Committee members with very little time to review materials before the meeting, but it also provides less time to adjust the meeting agenda and associated timelines if it is felt that too little time has been allocated to discuss certain topics.

Unprepared Board/Committee Members

This factor can be influenced by some of the aforementioned issues, but ultimately leads to less effective meetings as Board/Committee members are not able to effectively discuss the important issues or may take things sideways by discussing issues that were already addressed in the meeting materials. If members are not prepared, ineffective decision-making is the result, which ultimately is not in the best interest of the organization.

Effective Meetings Lead to Higher Performance

Ensuring effective meetings of the boards and its committees is key in making sure that your board is performing at a high level. If you find your Board/Committee meetings are less effective, look for signs of this through the factors listed above and read: Creating Board Meetings – Best Practices. By looking at what works best in creating effective meetings, you can improve your board’s overall effectiveness which should lead to better decision-making and positive results for your organization.

Best Practices for Board Meetings

by | Jul 27, 2018 | Board Dynamics, Governance, Leadership, Meeting Effectiveness

Advice for Efficient and Effective Meetings

Effective Board and Committee meetings are one of the key factors that allow a board from operating most efficiently and helps drive better decision-making. As an advisor to boards, I have participated in hundreds of meetings over the years and have observed both efficient and inefficiently run meetings. Ultimately, the meetings that ran most efficiently allowed the Board/Committee to move forward with its agenda and not be distracted by trivial issues that delay decision-making.

Six Actions to Ensure an Efficient Meeting

1. Development of a clear meeting agenda.

2. Provide enough notice and appropriate materials for members to be prepared.

3. Keep the meeting on time and on topic.

4. Ensure each member is able to voice their views and opinions.

5. Ensure that results are accomplished and/or action items identified.

6.  Include some social interaction and networking time.

Development of a clear meeting agenda

This includes identifying the topic and issues to be discussed during the meeting, so there is no confusion on the purpose of the meeting. The agenda should also include any actions that are required to be taken by the Board/Committee as part of the meeting (i.e. is a topic “for information only” or “does it require a decision”). Identifying who will lead the discussion of each topic must be added to each agenda item. Lastly, each agenda item should have an associated timing, provided in the agenda, so that Board/Committee members have a sense of the timing and importance of the issues to be discussed.

Provide enough notice and appropriate materials for members to be prepared

As a best practice, meeting materials and the agenda should be sent out a minimum of one week before the associated meeting to provide members with sufficient time to review the materials. Some of the boards I have worked with will even send materials out two weeks beforehand and have a pre-meeting internally to discuss materials before the actual meeting date.

Keep the meeting on time and on topic

While this task is one that ultimately is the responsibility of the Board/Committee Chair, it is important that the timelines provided in the agenda are followed. Meetings should not stray too far outside of their purpose. As an extreme example, if your Audit Committee is discussing the organization’s budget, the discussion should not stray into discussing a specific personnel issue around the CEO’s performance or compensation which are unrelated to the topic at hand. If you find your meetings starting to stray off topic, acknowledge the member’s concern as being important but that it be taken off-line and discussed at a later time. This ensures that your meeting stays on schedule and respects all Board/Committee member’s time.

Ensure each member is able to voice their views and opinions

While this task largely falls on the Board/Committee Chair, it is important that all members feel their opinions matter and are provided sufficient time to discuss their views. If you find one to two members dominating the conversation, make sure that once they have finished their point that you then ask other members, who have not had the chance to speak, to weigh in on the topic and provide their perspective. This helps ensure that all members feel like they are providing value to the Board/Committee and that a comprehensive discussion of all potential views can be had amongst the group.

Ensure that results are accomplished and/or action items identified

It is important that any actions required of the Board/Committee relating to the agenda are generally accomplished, as part of the meeting. This means bringing items to a close after an appropriate discussion has been had to ensure things are kept on track. If it is felt that more time is needed to discuss a specific issue, a follow-up action item should be identified, at the very least, so the Board/Committee has specific direction on what the next steps are to come to a resolution on a specific issue.

Include some social interaction and networking time

It is important that you allow Board/Committee members to have some time outside of the scheduled agenda to interact and network amongst each other. This helps to create a positive atmosphere and culture amongst the Board/Committee which will help ensure that all members feel respected and trust can be built. Many boards will schedule Board dinners the night before/after a Board meeting for all members to interact. This can also be done through scheduling team-building experiences/exercises either between meetings or at strategic off-sites where the Board and management are discussing organizational strategy.

Effective Meetings = Positive Results

Ensuring effective meetings of the boards and its committees is key in making sure that your board is performing at a high level. Effective meetings also lead to an appropriate discussion of all relevant issues and opinions amongst its members before actions are taken. If you find your Board/Committee meetings are less effective, look for signs of this through the factors listed above and ask questions about how you and your board can improve. By looking at what works best in creating effective meetings, you can improve your board’s overall effectiveness which should lead to better decision-making and positive results for your organization.

How to Effectively Take Board Meeting Minutes

by | Jul 5, 2018 | Governance, Meeting Effectiveness, Productivity

Tips to Make Minute Taking Efficient & Reliable

The number of times a board meets each year varies and is dependent on each individual board’s goals. Some boards will only meet once – at their annual general meeting (AGM) – and others will meet multiple times. Regardless of how many times a board meets, one task is universal throughout all board rooms. During each meeting, board meeting minutes are recorded.

Board meeting minutes are an official record of what occurs during the meeting. The role  of minute-taker is of utmost importance, and typically the Company Secretary does most of the writing and recording of the minutes. However, it is up to the remaining board members to review the minutes and make sure that the record accurately depicts their intentions.

Why are Board Meeting Minutes Important?

It is vital for a board to understand the importance of meeting minutes. Meeting minutes are the historical record of a board’s plans – short and long-term. Furthermore, meeting minutes assist in interactions with the IRS. The IRS or auditors have the power to challenge the record and compare it with tax returns. Having accurate records are necessary, especially since meeting minutes may be used as evidence, in court.

Planning and Preparing for Meetings

To avoid playing catch-up during a meeting, the minute-taker can benefit tremendously from using a template for following along in the meeting. It’s essential for company secretaries to budget enough time to prepare and plan for the meeting. Several meeting minutes can be pre-filled, such as location, meeting type, date, time and attendance (if the minute-taker or the Board Chair has a list of those who said they were coming and those who said they couldn’t attend). It is also important to record the start time of the meeting and the name of the person who is acting as minute-taker and recording and transcribing the minutes.

Taking the Board Meeting Minutes

Minute-takers must know what types of information should be reflected on the record. In essence, meeting minutes drive the needed actions of the board members and they detail the board’s expectations of who needs to take action; what they need to do; and when they will complete their tasks.