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May director be present by telephone?

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May director be present by telephone?

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.

Tuesday, December 29, 2015

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Comments

One mistake many nonprofit boards are making is thinking that they can vote by email which they cannot in most states. There is a wonderful document at BoardEffect that lists each state's laws on electronic voting. The title is "BoardEffect Research Report: U.S. Laws Governing Nonprofit Boards and Electronic Voting." It is written by Jeremy Barlow.

I've been Treasurer (and a voting Board member) for 20 years for a membership nonprofit and we not only allow a board member (who may be on the west coast when the rest of board are on the east coast) to call in and participate in full semi-annual meetings (one held the day before our annual conference). But we now hold TWO other Board meetings completely by conference call. (For the record, we are incorporated in MD but Executive Director is in Oregon). This not only cuts down travel costs but by using a FREE Conference Call Service (yes, totally free but not toll free), we can talk for 6-7 hours for less than $10 each using a prepaid penny-per-minute phone card.

For National Boards - this is really the most practical way to meet.

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