Nonprofit Governance in the Zoom Age

By necessity, we have all become “experts” of sorts in Zoom meetings. We use them for all purposes: corporate meetings, classes, family gatherings, happy hours and even travelogues. The upside is that we do not have to travel long distances or give up considerable time away from home or office. The downside is that we are faced with technical glitches and impersonal relationships. Rather than sitting in a common setting, we now see little faces on a big screen.

How are organizations coping with these monumental changes?

Their strategies and outcomes vary from one to the other depending on size and structure, frequency of meetings, age of participants and technical knowhow.

Some organizations are quite skilled at convening even large conclaves; others find that their audience is not always on equal footing. This is not a frivolous concern because it deals with governance and the discharge of basic fiduciary duties. In today’s world, governance rules! And along with the principles of governance comes the urgency of compliance.

This is a serious matter since the IRS has now joined state attorneys general as key regulators of the nonprofit world. As a result, the operative documents of a nonprofit corporation must be consistent with the best practices of the sector.

  • Bylaws need to expand beyond mere conference calls to authorizing virtual meetings and possibly virtual voting.
  • Minutes may now take the form of recorded meetings or even automated transcripts.
  • Discussions may be curtailed by shortened agendas, muted “mics” and “stop video” options.
  • In some cases, less technically proficient attendees may choose to call in without even signing in.

Despite digital advances, it is important to remember that basic fiduciary duties continue to demand adherence. The Duty of Care still mandates attention and attentiveness. It is still necessary to prepare for the meeting well before it is convened.

Agendas must be circulated – and read. Financial statements must be distributed – and studied.
“Share screen technology” does not suffice in lieu of pre meeting diligence.
Hosts for the meeting need to be super organized because there is so little “downtime.”

Zoom makes everything feel like time is of the essence before fatigue sets in. The Duty of Loyalty is not obviated because of remote discussion. In fact, confidentiality is still a critical component of good governance. Nor has the Duty of Obedience been diluted by distance; in fact it is more important than ever given the targeted questions on the federal 990’s and 1023’s. Finally, today’s policies and procedures should be drafted consistent with the realities of actual demands of conflict, decision -making and process.

The digital revolution has brought with it challenges, but also new ways of thinking and communicating. Nonprofit law has always represented to me an evolving process for growth that reflects the changing needs of our world. This should be no different.

Would you like to discuss “Nonprofit Governance in the Zoom Age” more? Please add your comments or contact me directly.

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