Operations and Governance in the Virtual World

As Soroptimists carry out work in new ways, please remember that some members may not feel as comfortable in the virtual world. (NOTE:  All Soroptimist in-person meetings and activities are temporarily paused until further notice.  All Soroptimist events must continue in virtual-only formats.) Encouraging and helping all members to connect with the club’s work is an important means of maintaining engagement within your club and the important work of Soroptimist’s mission.

To help clubs and regions in their ability to move Soroptimist business to virtual meetings, in April, the SIA Board of Directors updated the SIA Procedures (Section B. 3 Meetings and Voting) to permit clubs to meet and vote virtually, as well as in person, even if those methods of conducting business are not presently in your club’s bylaws.*  (NOTE:  The SIA Board of Directors has added a proviso to the procedures that suspends all in-person/face-to-face meetings and activities until further notice.) 

The following guidelines will help ensure that all members are able to take part in the business of the club if your club for meeting virtually. These guidelines apply to board, general member, and committee meetings. Ensuring fairness among all members, regardless of how they want or need to connect with the club is important to keep in mind.

---

Regular rules in your club bylaws still apply

• Notice for meetings
• Distribution of the agenda (send in advance)
• Minutes must be taken and should be distributed to all members as soon as is practicable after the meeting by email and/or physical mail.
• Quorum to conduct business
• Motions must be moved and seconded (please repeat the motion slowly for secretary to capture)
• Majority to approve business (usually majority for motions and elections, and 2/3 majority for approval of bylaws amendments)

All participants in the meeting must be able to hear one another and participate in the business

The club can use video conferencing technologies such as Zoom, GoToMeeting, or Google Hangouts, or audio (telephone) conferencing technologies.

Consider the needs of your members

• Keep in mind members who may be technology averse or live in an area where the technology infrastructure is not conducive to video conferencing.
• Make sure there is a telephone call-in number so those members may join the meeting.

Establish ground rules on how members can contribute to discussions

Larger clubs may wish to mute all participants except the presiding officer or presenter until discussion begins. The club may also need to establish ground rules on how many times a member may speak to a specific piece of business. Make sure everyone knows the ground rules in advance, and how to use the features to participate in the discussion. Send the ground rules, which may evolve over time, with every meeting notice and/or agenda distribution.

• For example, in Zoom, there is a raise hand feature that shows when a member wishes to speak, or members can post in the chat feature they have a question/comment.
• If members are connecting by audio technology, the presiding officer should ask for discussion from that group as well.
• Members should identify themselves when they begin to speak to assist in the recording of the minutes.

Keep both the participants list and the chat features open if using a video conferencing tool

• Appoint a member to manage the chat or raised hands features and help the presiding officer call on members for their questions/comments. It is helpful for these individuals to be appointed as co-hosts of the meeting in the video-conferencing platform.
• Small clubs, or board or committee meetings may not need a manager, but the presiding officer or chair should make sure that all members who wish to contribute to discussion are able to do so.

Voting in virtual meetings to approve regular business

For members connecting by video conferencing, the club can use available icons in the participants list to vote yes or no to approve the motion. Or use the chat feature to signify yes or no. For members connecting by telephone, you should ask each member to state whether they are voting yes or no to approve the motion. 

• Give the meeting manager time to determine how many yes and no votes have been cast.

Voting outside of a meeting to approve regular business or conduct officer elections

Clubs may approve regular business, such as amendments to club governing documents, or officer elections, outside of a regular meeting by conducting a ballot. The Ballot can be electronic or a hybrid of electronic and physical “mail” ballot.

• Electronic ballots can utilize email or an electronic voting platform. A postal ballot is also acceptable. Remember to set a date when the ballot must be received or automatically closes on the electronic voting platform. 
• Electronic voting platforms include Survey Monkey; its free version permits surveys and ballots up to ten questions but you can only view up to 40 responses. You can upgrade to a paid Survey Monkey account to view more results.  Other electronic voting applications include eBallot; EZ Vote; and Election Runner. All of these may charge small subscription fees based on the number of voters and/or number of questions.

 

*Clubs that are incorporated, or if outside the United States are registered in other ways with provincial or national governments, may have more constraints on their ability to operate in the virtual world.

In the United States, incorporated clubs are subject to the “corporation laws’ in each state which govern how incorporations may operate, including charitable corporations like incorporated Soroptimist clubs. The governance hierarchy for incorporated clubs is the state corporation law, followed by the club’s articles of incorporation, then the club’s bylaws. Most states permit virtual member meetings or board meetings if all member/directors can hear each other. Other states permit virtual meetings for incorporations only if the club’s articles of incorporation or bylaws do not prohibit it, while other states require the articles or bylaws to expressly authorize virtual meetings. California, New York (meetings and other challenges), Washington, Oregon, among others have issued  emergency guidance during COVID-19 to loosen restrictions on meetings. If your club is incorporated, and your state is not listed above, you can search on keywords such as charities, non-profits, remote meetings and include your state’s name to find information on how your club may need to operate. Incorporations are usually handled by the office of the state’s Attorney General/Department of Justice, and you can search that state website for more information as well. 

Registered or incorporated clubs outside the United States should contact the government agency that handled the registration to determine if there are any restrictions on how your club can operate in the virtual world.