During the COVID-19 pandemic, virtual meeting such as Zoom and GoToMeetings have been invaluable for allowing people to interact face-to-face online. However, as helpful as virtual meetings can be for smaller groups, large gatherings of hundreds or more pose different problems. That’s particularly the case for very large conventions, representative assemblies, houses of delegates, and governing councils.
Such meetings are more complicated when held online because of the number of delegates and usual types of business (credentials, rules, bylaws amendments, large budgets, legislative programs, resolutions, numerous new business items). In addition, such meetings typically see more motions (amend, refer, close debate, Points of Order, appeals, etc.) than a typical board or membership meeting. Altogether, this means that conventions and houses of delegates have to deal with technological and procedural issues that smaller meetings do not.
In the past six months I have advised hundreds of virtual board meetings, about a hundred membership meetings, and fifteen or so conventions ranging from 500 to 8,000 delegates. While there is no one-size-fits all approach, here are some lessons learned and things to consider from these many online meetings.
Is Your Organization Permitted to Hold a Virtual Meeting or Electronic Voting?
Whether a convention or annual meeting can be held virtually depends on many factors. Federal or state law may permit or prohibit electronic meetings or voting (see The Coronavirus, Flu, and HOA/Condo Association Meetings), and many states have statutes that permit electronic board meetings and sometimes membership meetings, or at least written or electronic ballot membership votes. However, many of these statutes do not apply to representative bodies, such as delegate meetings or conventions. For some unions the Department of Labor may need to weigh in as to whether types of voting are legitimate, particularly when it comes to elections. To complicate matters further, some states have temporary executive orders permitting certain types of electronic meetings and voting during the pandemic, such as virtual meetings followed by a written ballot vote. If that’s not enough, governing documents, such as corporate articles, constitutions or bylaws, may be worded specifically to allow electronic meetings or are vague enough to not prohibit them. On the other hand, governing documents with wording that clearly define in-person gatherings may pose a problem.
If the organization’s parliamentary authority is Roberts Rules of Order Newly Revised (12th Edition), be aware that Robert’s generally dislikes electronic meetings. The latest edition of Robert’s (released September 2020—see New Robert’s Rules of Order) continues with past language and provides that “Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, as defined in 8:2(1), a single official gathering in one room or area—of the assembly of its members at which a quorum is present.” RONR (12th ed.) 9:30. Even when such Bylaws language is present, Robert’s requires “simultaneous aural communication among all participating members” to meet the definition of a deliberative assembly.” RONR (12th ed.) 9:31. And meetings that involved typed print, “such as by postal mail, e-mail, ‘chat rooms,’” don’t meet the criteria.” RONR (12th ed.) 9:34.
Despite all these potential barriers to meeting electronically, we lawyers tend to be consulted to solve problems, not create more. To simply declare that due to the pandemic there can be no convention or annual meeting of delegates is likely unacceptable. And while the bylaws might not clearly authorize an electronic meeting, recognize that NOT holding the annual (or biennial) meeting will almost certainly violate OTHER provisions of the bylaws and possibly statute. Failing to hold a meeting altogether may conflict with provisions requiring the election of officers, adopting a budget, taking certain required actions, etc. As a result, association counsel and I tend to look for ANY authority that will authorize the transaction of business electronically during the current pandemic, rather than hold no meeting at all. Taking everything into account (statutes, the documents, the parliamentary authority, and the circumstances of the health crisis), general counsel may advise the board than an electronic membership meeting is authorized and should be called as in the best interests of the organization.
First Question: How Long Should the Meeting Last?
Early in the pandemic, many of my associations hoped to fully replicate the in-person convention experience online. That’s not going to happen. Business transacted online is simply different than at in-person meetings (just as Zoom meetings are different than physical meetings). Also, few participants are willing to sit through a 3 to 5 day, all-day virtual meeting. Because of this, an online convention is likely going to be shorter than the in-person convention it is replacing, with the items of business and time given to each reduced.
Quickly after choosing to hold an electronic meeting most of my clients have determined what MUST be accomplished during the virtual meeting (e.g., election of officers, budget, constitution or bylaws amendments). Other items, while important (legislative agendas, resolutions, new business items), simply won’t fit into the timeframe of a shorter virtual convention. Other items, if essential, are sometimes taken up by the governing body that has authority between meetings.
Over the past several months, tech companies have gotten very professional in hosting large, virtual delegate assemblies. I have been at several electronic conventions of hundreds that closely replicated the in-person experience for a day or two. Delegates were recognized virtually, they could make motions or amendment, proposals were debated, motions were displayed on the screen, and delegates took instantaneous electronic votes with instant results. That said, the costs and effort that went into these meetings are not possible for every group. And these meetings only went a day or two, just like their regular in-person meetings. Large conventions sometimes bring delegates from across the country who spend days or even a week attending all-day meetings. My experience this year has been that members are much less inclined to do the same online. As a result, I’m still mostly seeing long in-person conventions reduced significantly to a “convention lite.” So a standard four or five day convention might be shortened to two days of four hours each.
Second Question: What Technology Will Be Used for the Meeting?
If an electronic meeting is permitted by law and the governing documents, there are a number of technology options for large meetings to conduct business. Just recognize there are a number of types of virtual meeting to transact business, such as:
- All business conducted virtually with combined visual, audio and voting online
- Business conducted virtually with visual and audio online, but voting is by other electronic means such as a separate online platform or phone number or app
- Business conducted virtually with visual and audio online, but voting by written mail ballot, as required by some unions or state statute
- Telephonic meeting with voting by other means (online platform, by phone or by mail)
Depending on the technology, there are different learning curves and costs. And different technology allows for different levels of member participation. Will the platform show who wishes to be recognized and for what purpose? Can motions be submitted electronically and, if so, can they be projected for delegates to see? Will votes be secret or open? (as an example, the open “raised hand” poll feature in some online platforms or a dedicated voting platform?) Will the voting process work only for YES-NO votes or for elections with multiple candidates running for several board seats? (For some meetings this year, the votes taken during the meeting on motions (yes or no votes) has been a different technology that that used for elections.)
Early in the pandemic, many organizations attempted to learn enough about virtual technology to facilitate online meetings in-house. This was a significant commitment of time and resources. At this point, a number of IT vendors have appeared that market themselves to large conventions and houses of delegates, including LUMI, Freeman, Tallen and others. Many I have seen have done an outstanding job. However, many decisions about the nature of the meeting—the length of the meeting, the type of business to be transacted, the ability for member interaction, how voting will be done—must be decided first, and then the tech professionals can make it all come together.
Will the Meeting Be All Virtual or Will Some Staff Be Onsite?
Some of first electronic conventions were truly “virtual” with everyone participating online. Travel restrictions and stay-at-home orders made that a necessity. While the business of the meeting was completed, the meetings did not run as smoothly as hoped or expected. Everyone being at remote locations meant that it was difficult to properly advise the chair. At most meetings, the presiding officer gets input from numerous professionals—staff, committee chairs, the general counsel, the parliamentarian. That simply can’t happen when everyone is virtual, as there are only so many screens and text messages you can follow at one time. (There is no feature on Zoom for general counsel to tug the sleeve of the President about an urgent matter.) Even in meetings where the President had a separate chat feature or direct cell phone line to me, they often did not see those messages until too late.
As a result and since about early summer, my experience has been that every virtual meeting has included essential staff “onsite.” While the convention is virtual, the presiding officer and the typical “stage personnel” (other officers, governance staff, legal counsel, and the parliamentarian) are physically present at the same place. Often a stage—complete with cameras and lighting—has been set up in a sound stage or office location just as it would be in person, only with masks and social distancing. Such an arrangement allows me as parliamentarian or legal counsel to hand notes or guide the chair during the meeting, consult on issues at breaks, and take immediate action if necessary.
How Will the Rules Be Different?
Without exception, temporary convention or meeting standing rules governing the virtual experience will be necessary. And depending on the platform used and length of the meeting, such rules changes may be significant.
In short, the rules that typically work for a 5-day in-person convention will not work for an online meeting of 2 days, four hours each. And standing rules refer to things being done in person or what can or cannot be done in the convention “hall” that make little sense when participating remotely. As a result, the rules may need to be modified to:
- Limit the business to a specific list of items. (Then, any efforts by a delegate to changes the agenda or introduce new items of business would require a rules suspension, which is almost always a supermajority vote.)
- Clearly identify the technology platform to be used by delegates for speaking and, if different, for voting.
- List the steps individuals must take to get recognized to speak or to make motions, such as whether motions are stated audibly or submitted in writing electronically.
- Provide that everyone will remain muted when not speaking and if speaking to reduce background noises as much as possible.
- Reduce individual speaking times. Debate limits in conventions of 5 or 10 minutes per speaker for up to two speeches tend to be unworkable online. In several recent virtual meetings, delegates were limited to one speech of 1 or 2 minutes. While that may seem short, the convention was trying to accommodate possibly several hundred speakers.
- Limit total debate on items, such as 10 or 20 minutes per constitutional amendment or resolution.
- Provide that if there is a total block of time on individual items, if speakers remain in the queue when time expires, an immediate vote is taken on whether to extend debate for 5 (or 10) minutes.
- No “seconds” to motions. Waiting for someone to get recognized, unmuting, and identifying themselves just to say “second” takes up useful time in large virtual meetings. As a result, a rule should provide that all motions are already seconded, seconds are unnecessary, or seconds can be sent in electronically.
- Provide that certain motions will not be recognized or are out of order. For instance, due to technology limitations, some early virtual conventions could not ensure that participants would see amendments. Long amendments are difficult to process by just hearing them. As a result, the convention rules prohibited floor amendments. While that may seem undemocratic, keep in mind that this organization did not cancel its annual meeting, allowed members to debate all submitted proposals, and voted them up or down as recommended by a committee in the middle of a pandemic. Other parliamentary motions that do not fit into a virtual environment may also need to be singled out as not in order.
Such modifications to the rules tend to take the form of “Temporary Virtual Meeting Standing Rules” recommended by the Board, General Counsel and Parliamentarian, and are voted on by the delegates as an early item of business. Language is sometimes included that the rules modifications are for this virtual meeting only, even if rules changes generally carry over from covention to the next.
Any Tips to Help a Virtual Meeting Run Smoother?
Everyone is getting more comfortable with electronic meetings, so each virtual experience has tended to be more professional than the last. However, here are some suggestions to help online meetings run smoother.
- Everything takes longer virtually—it just does. Sometimes people can’t be heard. Or the screen will freeze, and remarks have to be started 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, you should assume it will take half again as much.
- There are going to be technology glitches. Just accept that. At a recent meeting with some of the best IT professionals in the country, about 1 out of 3 speakers’ remarks were garbled. The tech company explained that it had to do with the connection speed of the participants and nothing the association had control over, but it still affected the meeting.
- An IT person or staff should be assigned to troubleshoot the technology issues that will occur during the meeting, such as log-in issues, reconnecting dropped participants, helping people with speaker or microphone issues, or confirming that unknown phone numbers or electronic devices are delegates.
- Participants should be reminded to unmute themselves, either upon recognition or through an onscreen reminder slide. In some early meetings, I was surprised at how often members spoke at length without realizing no one could hear them.
- Participants should be told to turn off their speakers. It is very distracting when a member speaks and those remarks echo back on their own speakers a few seconds later. Sometimes the speaker will wait to let their echo finish before continuing, which doubles their talking time!
- Unanimous (or “general”) consent would seem ready-made for very large virtual meetings, but it isn’t. Too often I’ve seen chairs ask in the virtual setting “Is there any objection to the agenda . . . ,” only to have people enter “YES” in the electronic system. When asked about their objections, the members said, “No, I was showing I’m in favor of the agenda.” They should have done nothing, but each person signaling “YES” had to be called on. As a result, it’s sometimes faster to vote electronically on all issues, even if non-controversial. A vote of 30 seconds to a minute may be less confusing than using unanimous consent.
- Many online platforms have a “chat” feature for communications between participants—that may need to be blocked or restricted through the rules. Debate should happen on the floor. To allow a second written debate has several problems: (1) such comments are unfair to those who are not participating on a platform that allows them to see the comments; (2) such comments do not follow rules as to length or times “speaking;” (3) debate is supposed to be directed through the chair, who has little control over such texting; and (4) comments can become personal and not abide by the normal rules of etiquette. As a result, if such communication is allowed, a rule should restrict it to items such as recognition (if necessary) or IT problems.
- In a typical meeting, the vote count on motions is not announced by the Chair and not entered in the minutes, unless a count has been ordered or it is a ballot vote. The nature of voting online pretty much requires that all votes, whether or not a true “ballot,” get announced as to numbers or percentage. In some early meetings the Chair simply announced, as usual, that motions were adopted or rejected. Within a vote or two, delegates were demanding vote totals, since they knew the electronic voting platform provided that. Politically, the vote counts just had to be given out.
For organizations with questionable governing document language to meet virtually, one purpose of any electronic meeting should be to amend the documents to clearly allow for such meetings.
At some point I hope we’ll get back to having in-person large conventions, RAs, houses of delegates, and governing council meetings, as the virtual equivalent is very different. But such physical gatherings are simply not advisable at present. In the meantime, a virtual gathering can allow for the opportunity to meet (online), deliberate proposals, possibly make motions, and vote, which is far better than no meeting at all. By keeping in mind my lessons learned and the tips above, you’ll be able to have a better, more successful, and more legal meeting.
For guidance on how your specific organization can hold a better online meeting, including virtual meeting rules, contact one of the attorney parliamentarians at Law Firm Carolinas.
Jim Slaughter is an attorney, Certified Professional Parliamentarian-Teacher, Professional Registered Parliamentarian, and served as first President of the American College of Parliamentary Lawyers. His articles on procedure have been published in both the ABA Journal and ASAE’s Association Management. In addition, he is author of The Complete Idiot’s Guide to Parliamentary Procedure Fast-Track and Notes and Comments on Robert’s Rules, Fourth Edition
Author: Jim Slaughter
Articles have been Reprinted with permission from Black, Slaughter, Black.
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