Have Internet, will participate
Counsel’s Column
ASWB encourages your attendance and participation in the 2020 Annual Meeting of the Delegate Assembly, to be conducted virtually during the week of November 16–20, 2020.
Delegate and member board presence is what fuels ASWB and provides direct input into the policy setting and evolution of the organization. Without the need for physical travel, ASWB looks forward to a record number of delegates, members of member boards, and administrators taking part in the virtual annual meeting. Please note the dates and times, arrange your calendars accordingly, and meaningfully participate in this important event. ASWB is your association.
As organizations like ASWB and their member boards pivot to a new virtual presence, practical issues will need to be addressed, including how to duplicate the in-person experience to which ASWB attendees are accustomed. The purpose of this article is to assure members of member boards that ASWB is complying with applicable statutes and bylaws regarding this novel approach to the annual meeting.
Implementation of virtual meetings is a complex and involved undertaking. Rules that guide virtual and in-person meetings provide structure and order to the process and can be found in multiple places, including state statutes, administrative rules, articles of incorporation, bylaws, and adopted procedural rules (such as Robert’s Rules of Order).
Applicability of relevant corporate statutes and the articles of incorporation of the organization are fundamental to the decision to hold the annual meeting over multiple days during the week of November 16–20. As a Virginia nonstock corporation, ASWB is allowed by its articles of incorporation and by statutes to hold its annual meeting via a virtual format. In order to do so, the Board of Directors must authorize the remote meeting and follow certain guidelines, including:
- The Board of Directors must be able to verify that the delegate is the member.
- The delegates must be able to “participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.” (Va. Code Ann. Section 13.1-844.2)
The roll call and “live” planned sessions will be sufficient to comply with these identification and synchronous mandates.
All procedural aspects of in-person meetings will also apply to a virtual meeting, including Robert’s Rules of Order. The bylaws of any corporation dictate much of the procedural and substantive decision-making processes to be followed. In the case of ASWB, the bylaws fall within the purview of the member boards and the respective delegates from each jurisdiction. The ASWB bylaws allow for a virtual annual meeting so long as meeting prerequisites are met. These prerequisites can be summarized as follows.
- Article VI, Section 1 calls for the Annual Meeting of the Delegate Assembly to be held yearly at a time and place determined by the Board of Directors. The “time and place” of the annual meeting was set by the Board of Directors via formal action and contemplates a virtual presence as the place of the meeting.
- Article VI, Section 3 calls for an Administrators Forum to be held in conjunction with the annual meeting. Based on the fact that the annual meeting is being administered over a period of time, it is logical to interpret that the Administrators Forum is being held in conjunction with the annual meeting, in spite of its earlier implementation date.
- Article VI, Section 5 calls for a 60-day notice period of the annual meeting from the ASWB staff to the delegates, board chairs, and administrators. This notice period was complied with, and attendees should have received the dates, times, and agenda. Log in information will be sent as the meeting dates approach.
- Article VI, Section 6 calls for at least a majority (51%) of the member boards to be in attendance in order to conduct business. As with an in-person meeting, registrants will be identified and delegates counted to ensure a majority. Roll call will be taken at each point whereby business will be conducted. The roll call will be used to both identify the delegates and establish the quorum. Based on the established quorum at each roll call, the necessary number of affirmative votes to pass a majority and a two-thirds super majority will be announced. If the need for a vote arises (other than confidential balloting for elected positions), the president (presiding officer) will call for a voice vote, a showing of hands, or use a technological system whereby votes can be tallied. At this time, the only voting processes that will take place are to elect the Board of Directors and Nominating Committee members.
- Article VI, Section 7 calls for the ability of member boards through their delegate to be represented on each issue put to a vote. As referenced above, such will be met through a roll call and voting process. As a reminder, the bylaws specifically prohibit voting by proxy. Voting by proxy is when one delegate not in attendance asks another delegate in attendance to cast a vote on behalf of the nonattending delegate.
- Article VII, Section 4 addresses the elections of Board of Director members. Electing the leadership of ASWB is one of the most important roles member board delegates play. This year is no exception. Delegates will be voting to fill six positions on the ASWB Board of Directors. Delegates, on behalf of their respective member boards, have the responsibility to elect members of the Board of Directors, the ultimate authority in virtually any organization. As such, delegates from every member board are asked to register and participate in the annual meeting.
- Article VII, Section 4 also allows for nominations from the floor. ASWB will accomplish this bylaw requirement through an electronic means, which has been carefully considered and will include sessions on Monday, Wednesday, and Friday of that November week to allow for adequate opportunities for delegates to get to know the candidates. The process complies with the bylaws and provides maximum opportunities for delegate/member board member and candidate exchanges.
- Article VII, Section 4 calls for confidential ballots. Delegates will be provided with a mechanism to vote electronically, with the tallies undertaken by an independent firm. Results will be forwarded to ASWB’s legal counsel, who will provide the ASWB president with the successful candidates. Delegate votes will remain anonymous, but a record of the vote counts will be maintained as with the ordinary course of business and as historically exercised. As a reminder, candidates must affirmatively receive a majority of the established quorum to be elected.
- Article IX, Section 1 addresses elections for the Nominating Committee. In even-numbered years, three members are to be elected. These seats are filled via a plurality of votes, meaning the top three candidates are elected, regardless of the number of affirmative votes. Nominations from the floor will be conducted in conjunction with the nominations for the Board of Directors positions. Again, candidate interaction will be encouraged through the Monday, Wednesday, and Friday formats. Please review the emails from ASWB staff regarding the annual meeting for additional details.