Dear Governance Matters,

Several of our board members have requested that they be allowed to participate in board meetings via telephone. We have no restriction about this in our by-laws. Can a member of a not-for-profit board vote via phone? Does this extend to committees that have met and deliberated within this conference-call setting?

Tom

Dear Tom,
Two aspects of your question need to be addressed: What is legal and what is best for the camaraderie of your board.

The first part is easy: Some states allow voting by phone, some do not. Contact the office of your state's attorney general and/or a local attorney familiar with nonprofit law.  Some states may allow "not in person voting" via FAX. Or you may be able to ratify votes taken via phone at a later in-person meeting. You will also want to up-date your by-laws, if you decide to allow telephonic voting.
 
The second part is tough. Once you know the state law, the board should discuss what is in the best interest of the organization. Board members are often busy people but developing rapport among board members is key to its effectiveness. In-person board meetings keep board members connected to the organization, its mission and to other board members.

Some questions to consider:

• Is the request being made because board meetings are boring, too long or nonproductive? If so, make meetings more effective.
• Is the expertise of the board member(s) so valuable that an exception should be made?
• Is this a one-time event or do some people want to always vote by phone?
• Is the timing of the meeting a problem? That can be addressed easily.
• Is distance to the meeting place a problem? If so, perhaps you can vary the location.
• Is there a special circumstance, such as illness, involved?

Check out the Board Culture section of the Board Leadership Project on this website.

All the best,
Anne