Can a director be “present” during a monthly board meeting when participating by telephone? I was recently in Florida for business and we had the monthly meeting of our nonprofit corporation. The club president gave me and another board member permission to call in for this important meeting. Another board member argued that our bylaws read you need to be “present” so the president went with his recommendation not to let us participate. The bylaw reads present, NOT physically present. I understand boards are now allowing board members to vote via teleconferencing. Could you please comment.
This is a question of state law, but the person who prevented you from participating by telephone was probably wrong. Most state nonprofit corporation laws specifically allow directors (and often members) to participate in a meeting by conference telephone or any other means of communication by which all directors (or members) participating in the meeting can hear each other at the same time. Sometimes, as in Pennsylvania, the statutes allow the corporation to specify otherwise and prohibit such participation by provisions in the bylaws or corporate charter. Some statutes probably say that the bylaws or charter must take affirmative action to permit such participation. Therefore, if your bylaws are silent, you need to check your state statute to see if you have the authority to participate by phone. The statutes usually say that such participants will be considered “present in person" at such meetings.
Although it is a lot harder to participate by telephone, it does provide the opportunity to obtain more points of view for board consideration and decision–making. One doesn’t need to be physically present to make a compelling argument.