Conduction of a Congregational Meeting Online19 min read

This article was co-written by Rev. Dr. Todd Jones and Chad Woltemath. You can also hear this in a podcast format by clicking here.

As the weeks and months (has it really been months?) drag on in this time of social distancing, more congregations are facing the necessity of congregational meetings. Many congregations are mandated by their bylaws to have a congregational meeting in the fall. For some, the meetings include important items like the election of officers and the approval of a budget. We’ve received several requests about the subject of conducting online or virtual congregational meetings. This post addresses two questions: 1) Can it be done legally if it is not provided as an option in our bylaws? 2) How can we conduct a meeting online?

By way of introducing the concept of an online congregational meeting, it should be noted that this document is being assembled in the environment of a stay-at-home, social distancing order due to COVID-19. The recommendations are in the context of the extraordinary circumstances in which we find ourselves. The recommendations do not present a path for permanently adding the option of an online meeting to the congregation’s bylaws. The conclusion of this document offers some suggestions for the addition of online meetings to a congregation’s bylaws. The overview of online or virtual congregational meetings is driven by two over-arching questions: 1) Is it permissible? and 2) How can it be done?

Question 1: Is it permissible?

To understand the answer to the question, it is helpful to visualize the hierarchy of organizational authority. While we understand absolute authority belongs to God and His Word, for the purposes of this article we will address these subjects in the eyes of the State. The Law of Order Blog (lawoforderblog.com) provides the graphic above to assist in the visualization of the hierarchy of organizational authority. Notice that state and federal laws (Statutes) have the ultimate authority in the establishment of operational boundaries for organizational meetings. The second level of authority is the congregation’s Articles of Incorporation. Because the congregation has organized as a corporation in the State of Michigan, it has voluntary subjected itself to certain statutes, including the Nonprofit Corporation Act. Third on the list is the organization’s bylaws. It is common practice in the Lutheran Church—Missouri Synod to actually divide the authority in this level into two documents—Constitution and Bylaws—with the Constitution having authority greater than the Bylaws. Fourth on the list are the Parliamentary authority (Robert’s Rules) and the Special Rules adopted by the organization’s voting assembly.

So, is it permissible for a congregation to conduct a congregational meeting online? The state of Michigan allows nonprofits to conduct technology-mediated meetings unless prohibited by their Articles of Incorporation or Bylaws. An excerpt of the Nonprofit Corporation Act, Act 162 of 1982 reads:

450.2405 Shareholder, member, or proxy holder participation in meeting by conference telephone or other means of remote communication; conditions; participation as presence in person at meeting; participating and voting by remote communication.

Sec. 405. (1) Unless otherwise restricted by the articles of incorporation or bylaws, a shareholder, member, or proxy holder may participate in a meeting of shareholders or members by a conference telephone or other means of remote communication that permits all persons that participate in the meeting to communicate with all the other participants. All participants shall be advised of the means of remote communication.

(2) Participation in a meeting under this section constitutes presence in person at the meeting.

(3) Unless otherwise restricted by any provisions of the articles of incorporation or bylaws, the board of directors may hold a meeting of shareholders or members that is conducted solely by means of remote communication.

(4) Subject to any guidelines and procedures adopted by the board of directors, shareholders, members, and proxy holders that are not physically present at a meeting of shareholders or members may participate in the meeting by a means of remote communication and are considered present in person and may vote at the meeting if all of the following are met:

(a) The corporation implements reasonable measures to verify that each person that is considered present and permitted to vote at the meeting by means of remote communication is a shareholder, member, or proxy holder.

(b) The corporation implements reasonable measures to provide each shareholder, member, or proxy holder a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders or members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings.

(c) If any shareholder, member, or proxy holder votes or takes other action at the meeting by a means of remote communication, a record of the vote or other action is maintained by the corporation.

History: 1982, Act 162, Eff. Jan. 1, 1983;Am. 2008, Act 9, Imd. Eff. Feb. 29, 2008;Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015

Therefore, an online meeting of the voting assembly may meet with the following provisions:

• All voting members receive notification of the meeting;
• All have a reasonable access to the technology to attend and participate in the meeting;
• Majority rule and minority rights are maintained as the meeting is organized and conducted. We understand the concept of majority rule; however, the concept of minority rights may not be as well known. Minority rights are the provisions and policies that are established to protect the rights of the minority that ensure the minority has representation in the meeting and has access to speak during the debate. The practical considerations of majority rules and minority access include establishing limits on debate and speech, the procedures for proposing motions, debating motions, and voting on motions, and determining the percentage of pro votes needed to approve a motion.
• All voting members have access to information regarding the content of the meetings;
• All voting members have the capability and opportunity to join in the discussion;
• All voting members have the capacity to vote on a topic.

Question Two: How can it be done?

The following are recommendations and represent best practices for an online meeting.

• Prior to the meeting:
  1. Set the date and time of the meeting, observing any meeting notice requirements established in the Bylaws.
  2. Open meeting 1-2 hours prior to formal start time to allow a) time for troubleshooting, b) time for members to log on who may not have regular access or be familiar with the Zoom application (other technologies are available, but this article will assume the use of Zoom).
  3. Establish a Hotline email and/or phone number for members to call ahead of time for troubleshooting and testing of the system. Have one published and available during the meeting. Consider using Facetime to trouble shoot. Have 2-3 members available to assist during the meeting with requests. These members must not have other responsibilities during the meeting.
  4. Consider gathering spare laptops or tablets to have delivered to those members who wish to participate with full video but may not have the equipment already.
  5. Consider establishing one or more mock voters’ meetings for participants to test technology and become familiar with the procedures and policies that will be used.
  6. Send out the agenda with supporting documentation with enough lead time to allow them to be read and digested by the members. (Do the minimum amount of business necessary until a regular, face-to-face meeting can be conducted. Don’t try to replicate the normal meeting outline.)
     1. Include the clear notice of the meeting and technology requirements needed to participate as a voting member. Example: An abbreviated online version of the annual meeting for the congregation will take place on June 12 at 7 p.m. Voters are encouraged to participate via high speed internet using the Zoom platform. There will be an option for listening and voting by text messaging for those who do not have a computer or internet access.
     2. Include a brief explanation of the reason an online meeting was called. The notice should say that the meeting is being held virtually, rather than in-person, because of health concerns created by the pandemic and out of respect for the recommendation of public health professionals that people engage in physical distancing. If local officials have issued orders prohibiting in-person meetings, this should be noted. The Board chair should say that the Board and congregation look forward to meeting again in person when public health officials advise this is appropriate. The same notice should be read at the start of the meeting so that the reasons could be recorded in the official minutes of the meeting.
     3. Include a statement that the congregation is not responsible for technical difficulties which may prevent an individual from accessing the meeting.
     4. Notify the members before and during the meeting that the meeting will be recorded.

• Running the meeting:
  1. Record the meeting to the cloud. Make sure to include a record of the chat and participant screen (that is an option in the Zoom back-end).
  2. Go over the procedures for the use of the technology.
  3. Suggested Rules:
     1. Each device will represent only one voting member. If a husband and wife, for instance, use a common laptop to view the meeting, one of them should also use the Zoom app on a smartphone for recording his/her vote.
     2. Determine rules for limiting the length of time and/or the number of times a person can speak during the meeting.
     3. The chat feature will not be used to discuss the motions. Set the chat feature to only allow discussion between a member and a meeting moderator for issues such as technical difficulties.
     4. If you wish to make a point of order or be recognized by the chair, use the blue “raised hand” option found in the lower right of the participant window; it might be under the “More” menu. Those accessing the meeting via phone may seek to be recognized by the chair by dialing *9.
     5. Wait until you are recognized by the chair before you speak.
     6. Those making a motion will raise the blue hand (*9 for phone callers) to be recognized.
     7. Once the motion has been made, and the chair asks for a second, a voting member may raise the blue hand (*9 for phone callers) indicating that the motion has been seconded.
     8. Voting: The green “Yes” button and the red “No” buttons will be used to indicate a yes or no vote on the motion. Alternatively, the blue “raised hand” may be used since those calling in through a traditional “phone call” can activate a vote by dialing *9 at the appropriate time as the chair first asks for “yes” votes and then asks for “no” votes.
     9. A congregation may choose alternate ways to gather votes from those that are calling in, such as texting a vote to a specific established phone number.
  4. It is suggested that you do a sample vote to give people a chance to become comfortable with the voting process.

• Facilitating the technology and flow during the meeting:
  1. Create a team that will support the work of the voters.
  2. Team members:
     1. 1 co-host to deal with noisy participants, provide technical support, and watch the chat/participant list for a raised blue hand. This person will count the participant votes when needed and will clear/lower all the blue hands between discussions and before and after all votes.
     2. 1 co-host with the text number to facilitate the communications with those on via phone. This person will count the phone votes, when needed.
     3. 1 person with a number displayed for technical support during the meeting.
     4. The chairman.
  3. The team should be on a group chat. The chairman should keep an eye on the agenda and the group chat, except to monitor the votes for the mood of the group.
  4. Make certain that the meeting is set up so that people are muted upon entry into the meeting.
  5. Re-label any connections that are not already clear as members arrive and are “checked off” the approved voters’ list as attending.

• The chairman should:
  1. Keep presentations short.
  2. Recognize those who are speaking by announcing the member’s name.
  3. Keep the participants informed of the status of a motion.
  4. Be as prepared as possible. Due to the lack of eye contact and body language, it is a good practice to recruit key people to make motions on actions that require a motion. It is best to plan a flow to the meeting and let those who will be making a motion to know before the meeting when they should make the motion. Unlike a traditional meeting, the more the chairman has scripted to flow the meeting, without compromising the opportunity of the members to speak, the more smoothly the flow of the meeting, the more people are able to focus on the business of the meeting.

• After the meeting:
  1. Send out to all members a copy of the meeting notes as soon as they are completed to ensure the actions are clearly understood by all.
  2. At the next meeting, accept the minutes of the virtual meeting according to the congregation’s usual practice for accepting minutes.

• Verifying those joining are members:
  1. Establish a quorum by counting members present. This will be done by:
  2. Reviewing the names and members visible on the screen and comparing to the congregation’s membership record.
  3. Establish (3) members responsible for counting membership.
  4. For members calling in, compare phone numbers to membership records. For those numbers not identified, move that member to a Zoom sidebar with a meeting moderator in order to establish identity.

Conclusion

The recommendations are in the context of the extraordinary circumstances in which we find ourselves. The recommendations do not present a path for permanently adding the option of an online meeting to the congregation’s bylaws. That can be done, but with proactive thought given to the minority rights of the membership. If a permanent change is desired, the following questions should be addressed in the context of current membership of the congregation:

• Under what circumstances will an online congregational meeting occur?
• Who will determine when the circumstances have been met?
• How will that determination be communicated to the voters?
• What procedures will ensure the issues surrounding majority rules and minority rights are protected?

Frequently Asked Questions

STAFFING AND ADMINISTRATIVE QUESTIONS

Q: What technology will be used for the meeting?

Your announcement to the congregation should include a description of the minimum technology requirements to participate in the meeting.

Example: The voters will need to have high-speed internet and a device to access the Zoom platform to fully participate in the congregational meeting. Every effort will be made to provide access to the discussion and voting for those who will access through a phone.

Q: Who will host the meeting? Will the host be a member other than the presiding officer?

The meeting should be hosted through a paid account to have access to all the Zoom features. If the participation will be larger than the 100 permitted under the lowest-paid tier for Zoom, you can upgrade to a larger participation tier allowing up to 300 for $19.99 per month, 500 for $64.99 per month, and 1000 for $104.99 per month. You can upgrade for one month and then downgrade to the lowest tier following the meeting.

For a congregation with more than 25 participants, it would be ideal to have a host team consisting of the chairman, a participant list moderator, and a phone moderator. It is also helpful to have a technical support person answering a support hotline number.

Q: Will the pastor or chairman of the board preside? Should another individual skilled in virtual technology preside instead?

The Chairman/President should preside over the Voter’s Assembly as dictated by the congregation’s bylaws.

The host team will support the chairman as he moderates the meeting.

Q: Who will be the parliamentarian for the meeting?

Use your normal procedure for identifying the parliamentarian. The individual should have a laptop and high-speed internet access. They should be comfortable with technology.

Q: How will the parliamentarian communicate with the presiding officer during the meeting?

The parliamentarian can use the blue raise hand icon to indicate the need to speak with the chairman. The conversation with the chairman can happen via private chat in Zoom or through an off-line phone call. In the event that the chairman needs to consult with the parliamentarian, the chairman will explain to the gathering before muting his audio and video for the conversation.

Q: Does the law permit a recording of the meeting to be made and is members’ consent required?

Unless the bylaws prohibit the recording of the meeting, it can be recorded. However, include a notification that the meeting will be recorded, who will have access to the recording, how it will be stored, and disposed of in a secure manner.

Q: What if the technology fails for a specific member? How will the church respond and what actions will it take? What recourse does that member have?

The congregation should include a disclaimer in their published announcement indicating that it is not responsible for technical difficulties or for the debugging of the individual voter’s devices. The statute regarding the use of technology does not obligate the congregation to ensure that the member’s technology works properly. The congregation does have responsible for creating robust points of access. The best points of access include access Zoom through a variety of device options, accessing the audio and voting through a phone connection, or the use of an app and a cellular connection.

PROCEDURAL QUESTIONS

Q: How will members know the date, time, and virtual location of the meeting?

E-mail communication and announcements in your virtual service.

Q: How will we know that a quorum is present at the beginning of the meeting and through the duration of the meeting?

The Zoom meeting will be set up to require access to be granted by the two co-moderators. They can verify the membership rolls and ensure the individuals accessing the meeting are voting members. Those accessing the meeting through a phone will need to identify themselves. The phone moderator should change the identifier of those accessing through the phone from a phone number to the member’s name.

Q: Will each member be given their own access code to the meeting?

Zoom does not support individual access codes for participants. It does support a login password which is shared by all participants.

Q: Will several members be permitted to attend under one access code?

Multiple voters could view the meeting through one login; however, each voter should be logged in with a separate device for voting. Example: John, a voting member, uses his laptop to view the proceedings, raise his hand, and cast votes. His wife, Emily, another voting member, may find it easiest to watch alongside John on his computer, but should also login with her own device (such as the Zoom app on her smartphone) for voting purposes.

Q: How will members seek recognition during the meeting?

Members may seek recognition from the chairman by selecting the blue “Raise Hand” icon. The participant host will unmute the member once the chairman has recognized him or her.

Q: How will the presiding officer choose whom to recognize and in what order?

The moderator watching the participant list for raised hands will keep a list of raised hands.  Due to limitations of the system, it might be necessary to establish a new “raised hand queue” after each vote and after each motion since the non-verbal Zoom icons will need to be cleared.

Q: How will members that have a motion with priority or an interrupting motion (e.g., a point of order) indicate as much to the presiding officer?

While it may add unnecessary complexity, you could have the participants use the “Go Slower” option to indicate a priority “Point of Order.” The other option would be to have the individual send a chat message to the moderators or a text message via the phone with the words “Point of Order.”

Q: How will members make substantive motions that are lengthy?

As with any meeting, the chair has the discretion to request lengthy motions be submitted in writing. This can be done via the chat, using a cut and paste function of the participant’s device or attached as a file, using the send file function in the Zoom environment.

Q: How will members make substantive motions or amendments in writing?

This can be done via the chat, using a cut and paste function of the participant’s device or attached as a file, using the send file function in the Zoom environment.

Q: How will the presiding officer take general consent, voice votes, and counted votes?

General voting procedures: The participants would be asked to select “Yes” or “No” as they vote for a particular motion. The participant panel moderator will count the votes. The phone moderator will count the text message votes (if that is an option permitted under the chosen plan.) The two will tally the results and the final count will be sent to the chairman via the group text message.

Voice votes: Voice votes would not function well in the technology-mediated environment. They should not be permitted.

General Consent: The chairman can raise the question to the voters regarding general consent toward an action. He would conclude by giving the voters the opportunity to challenge the general consent vote by selecting “No.” The chairman would take appropriate action based on any “no” votes indicated in the participant panel.

Q: Will secret votes or ballot votes be permitted?

The only way for this to be done would be for each participant to send a private chat to the host, as a simple “Y” or “N”. The chat moderator would count the votes.

Q: How will officer and committee reports be given?

Unless they are required to be given, they should not be provided in the meeting, but sent to the membership as an email/written document. If they are required to be given, they should not be read in the meeting. They can be included as a file sent to all participants at the start of the meeting. The members can read the reports quickly at the start of the meeting and be prepared to vote on approval in the meeting.

Q: Will non-members be permitted to attend?

It would be easiest if they were not allowed to attend. If they do attend, the panel moderator will need to ensure that they are not counted in votes or given the floor in debate. The best way to do this would be to have the host append their name with (G) to indicate they are guests.

Q: How will we ensure that non-members are not counted in a quorum?

The participant host will not count the names with the guest indicator of (G).

Q: How will we ensure that non-members do not vote?

The participant host will not count the names with the guest indicator of (G).

Q: How will we ensure that the secretary has sufficient information to take accurate minutes?

If permitted, record the meeting, so the secretary can review the content, the participant list, and the chat record. The phone moderator, the participant list moderator, and the chairman can assist the secretary, if assistance is needed.

_{Photo (c) SolStock/iStock}