A guide to conducting your corporate meetings virtually
…It’s undeniable that the current crisis has forced changes we were perhaps already headed toward. Any period of adaptation involves trial and error, and virtual meetings are no exception.
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ByJulio Aparicio | Partner, Lexincorp Central American Law Firm
As a result of the social distancing measures adopted by the Guatemalan government to reduce the spread of COVID-19, freedom of movement and assembly are restricted. This directly affects the meetings, board meetings, or administrative sessions of commercial companies. The solution in these times is simple: conduct them electronically. However, Guatemalan law only allows this in cases where it is permitted in the entity’s articles of incorporation. The Commercial Registry has issued a ruling on this matter by issuing a provision that only allows the convening of meetings, board meetings, or administrative sessions for those companies that contemplate electronic means as a means of holding meetings, board meetings, or administrative sessions.
- Where in the scripture can I find this provision?
Corporate articles of incorporation are generally divided into sections, and each clause usually has a heading that makes it easier to identify what it refers to. To determine whether your company allows for remote corporate meetings, you should read the sections related to “Shareholders’ Meetings,” “Board of Directors,” and similar sections.
- What happens to those societies that do not contemplate this possibility?
If your articles of incorporation do not contemplate this possibility, it is necessary to amend the articles of incorporation to include it.
This leads to a dilemma, since, according to government and registry provisions, these companies cannot request or call meetings while the state of calamity lasts, since they would be violating the Presidential Government Provisions in Case of Public Calamity and Orders for Strict Compliance.
- Totalitarian assemblies and juntas: a possible solution?
The possibility of holding a full assembly or meeting is contemplated in our Commercial Code, provided that all shareholders or partners are present, there is no opposition to the meeting, and the agenda is approved unanimously.
If a company allows a shareholder or partner to be represented by a proxy, and all agree to delegate the power to carry it out to one person, a full-scale meeting or general meeting will be possible. To do so, each shareholder or partner must provide a proxy identifying the person who will represent them, state that they do not oppose the meeting, and approve the agenda, date, and time of the meeting. This would prevent the entity from being left without the ability to make decisions.
- Aspects to take into account in case the assembly or meeting can be held electronically
The electronic assembly, meeting, or administrative session must be held in accordance with the procedure specified in the company’s articles of incorporation. This ensures the authenticity of communication, participation, and decision-making. It is important to note that, according to Article 15 of the Commercial Code, the event will be deemed to have occurred at the entity’s registered office. Likewise, the formal requirements that every assembly must contain must be met.
Some tips for conducting successful virtual meetings:
It’s undeniable that the current crisis has forced changes we may have already been headed toward. Any period of adaptation brings with it trial and error, and virtual meetings are no exception. Below are some aspects to keep in mind when organizing and conducting your corporate governance meetings:
Send a clear agenda outlining the meeting’s topic. In the case of Shareholders’ Meetings, this is also an essential legal requirement. Attach the meeting invitation detailing the platform, date, and time, as well as the meeting ID (preferably via a link).
Encourage your participants to test the chosen platform. Avoid delays and complications.
Use video: This tool brings participants closer psychologically, making them feel like they are actually in the meeting and minimizing the temptation to do other things at the same time.
Allow audio-only users in cases where adequate connectivity is not available.
Make sure the Secretary (or the person designated to chair the meeting) is properly focused, with his or her face visible.
Only the person chairing the meeting can grant permission to speak. This is perhaps one of the biggest challenges of virtual meetings: the disorganized participation. It’s important to make it clear from the outset that there will be a protocol for speaking.
Keep presentations short, send any study materials in advance along with the agenda.
Test meetings with your team beforehand to familiarize yourself with the process.
Platforms/applications for conducting virtual meetings:
- Zoom (https://zoom.us):
This platform is one of the most popular. The free version allows up to 100 people to participate and meetings last up to 40 minutes. Paid plans start at US$14.99 per host (meaning only the person hosting the meeting pays, not the rest of the participants). Although it has had some security issues, pcmag.com still considers it one of the best options (https://www.pcmag.com/reviews/zoom-meeting). The advantage is that it’s easy to use and requires minimal technological skills. Additionally, meetings can be recorded on the host’s device and joined from any device (computer, tablet, or phone).
- Microsoft Meets (parte del suite de Microsoft Office):
This platform is integrated with the Microsoft Office license and connects with all programs. However, it is less user-friendly than Zoom and requires a higher level of knowledge to take advantage of all its features. Participants must have an Exchange account to join. Paid plans start at US$5 per month, but are part of the Office license (again, only the session host pays). (https://www.pcmag.com/reviews/microsoft-teams)
- Cisco Webex Meetings (https://www.webex.com/es/video-conferencing.html):
A tool whose calling card is its ease of use. It’s compatible with any device and has several years of experience. The paid plan starts at US$13.50 for up to 50 participants. According to pcmag.com, this platform is easy to use and the technical support is very good (https://www.pcmag.com/reviews/cisco-webex-meetings).
- Skype (https://www.skype.com/en/):
Familiarity with this platform helps users feel comfortable using it. The paid version was absorbed by Microsoft Meets, but the free version continues to work.
Conclusion:
In general, the need to conduct virtual corporate governance meetings will continue once we’ve overcome the current crisis, and it’s important to adapt to changes to remain competitive.
