Since the COVID-19 pandemic, the way meetings are held has changed and virtual meetings have become the norm. The majority of meetings we attend in the community association industry in any given week are virtual, held on different platforms, such as Zoom, Teams, Webex, etc.
As we have become more accustomed to virtual meetings, it is important to keep in mind there are still certain legal requirements for board meetings that must be followed. Outlined below are the best practices for virtual board meetings.
The first question to answer is whether boards can hold virtual meetings. The Colorado Revised Nonprofit Corporation Act specifically allows board meetings to be held not in person, and provides as follows:
Unless otherwise provided in the bylaws, the board of directors may permit any director to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other during the meeting. See C.R.S §7-128-201.
Thus, because the requirement is that all directors can hear each other at the same time, a virtual board meeting meets the legal standard unless such meeting is expressly prohibited in the bylaws.
Virtual board meetings, just like in-person meetings, must be open to attendance by owners or their designated representatives. Therefore, if your current protocol is to post upcoming board meetings on the association’s website, you should also post a link for the meeting if it is being held virtually. On the other hand, if you do not currently post notice of board meeting, you are under no obligation to do so simply because a meeting is being held virtually.
Once the meeting begins, the board or manager should confirm and announce verbally whether a quorum of the board is present. Without confirmation of a quorum, board decisions during the meeting may be subject to challenge.
If there are board decisions on the meeting agenda, the board is obligated to allow a reasonable number of owners to comment on both sides of the issue prior to a vote. Sometimes, owner comments stray outside the decision at hand, so we recommend keeping owners on task and limiting comments to the specific action being voted on.
When the board is ready to take a vote at a virtual meeting, a visual confirmation, such as a head shake or nod, or a raised hand, in addition to a verbal confirmation, is recommended to ensure the vote is clear to all those in attendance in the event anyone has technical difficulties or can only see or hear the meeting.
If the board allows for, or the association’s governing documents require, an owner forum, the board should ensure all owners have an opportunity to speak. When owner forum occurs at virtual meetings, it is easy to allow the discussion to morph into a complaint session or a debate between owners and the board. Keep in mind, you are holding a board meeting, and in order to avoid this pitfall we suggest having a timer and holding each owner to that allotted amount of time. This avoids the exhausting and unnecessary three-hour virtual board meeting and enables the board to complete the association’s business.
Executive sessions in a virtual setting requires associations to either disconnect owners or to create a private room where the board can hold its executive session at the exclusion of owners. Therefore, make sure that whatever platform you use for your virtual board meetings has this capability.
Finally, do not be afraid to use the mute button for unruly and disruptive attendees – this is a benefit of holding meetings virtually. It is far easier to quiet disruptive owners during virtual meetings than in-person meetings. Nevertheless, some boards are fearful of using that mute function; don’t be. The board has an obligation to run the association and make decisions on its behalf; if it is unable to do so because of disruptions during a board meeting, it will be exposing itself and the association to liability if it fails to take appropriate steps to make such decisions.
For more information concerning virtual board meetings, please contact an Altitude attorney at 303.432.9999 or at [email protected].