Making resolutions and online decisions

Board and committee members frequently need to make 'out-of-session' decisions. These are governance decisions and discussion where either;

  • There was insufficient time to make a decision in the board meeting,
  • the decision does not require a lot of discussion (including administrative decisions),
  • something has happened (internally or externally) that requires the board to act before the next meeting,
  • a director has a particular interest to explore with the board.

On Loomio

Start a thread and open a discussion:

  • Introduce the topic or decision that you would like to make,
  • invite directors to comment with their thoughts, opinions and any information they have to help everyone understand their perspective about the 'out-of-session' topic or decision,
  • encourage members to participate by posting or reply to comments.

When ready, raise a poll and invite members to vote. If the issue is straightforward use a Proposal or if the issue is more complex use a Sense check poll to clearly ask fellow members how they feel about the proposal.

  • State the decision and invite people to vote,
  • ask people to leave a reason for their vote, particularly if they want to qualify any points,
  • choose the decision options that work for your board's decision-making processes.
  • You can ratify and minute the 'out-of-session' decision at your next board meeting.

It's not a failure if a decision does not get agreement. You can ask members what changes they would make to enable them to agree to a decision. This helps you build to a better decision. A new Proposal with amendments is then more likely to achieve agreement.

State an outcome when the proposal closes. Let everyone know the result of the decision and what will happen next.

Examples of out-of-session decisions

Decision about property purchase

At the last board meeting, a property purchase was discussed. A director required an independent engineering report before making the decision. At the board meeting, the board agreed to purchase the property subject to a satisfactory engineering report. However as the purchase must be made before the next board meeting, the board agreed to upload the engineering report to Loomio when ready, for discussion and to make the final decision for the property purchase on Loomio.

Decision to accept Directors and Officers Liability insurance

During the board meeting it was noted that the annual insurance renewal was coming up. As this was considered to be an administrative matter, the board agreed to use Loomio to discuss the renewal application, seek the required information from each director, submit the application and to accept the insurance renewal quote.

A security breach has occurred at one of our facilities

A break-in and theft of property has occurred that has put the corporation and staff at risk. Directors must be made aware of the event and risks, and evaluate an appropriate response.

A director has challenged the board about gender and diversity of board membership

The director has provided good reasons and evidence that the board should diversify membership to be more representative of the corporation. Directors need to digest the information, ask questions, discuss the issue and decide a response.

Keeping a record of decisions made and supporting discussion

Record keeping is a legal requirement for governance boards and good practice for committees.

Today, many organizations record and store formal minutes, resolutions, policies and key decisions electronically. Document records are created and approved, distributed and used, retained and stored, and ultimately disposed of.

On Loomio

Minutes, reports, resolutions and other documents can be attached to a meeting thread, in the thread context, within a poll or any to thread comment. This means the documents are always associated with the relevant discussion.

A list of files can also be found under the Files tab.

You can also add a link within any thread or poll to a document stored in your preferred document management system. Find the online shareable link to the document, copy and paste into your thread, poll or comment.

Anyone with permission can then click the link to open and read the document.

Because Loomio discussions and decisions are always already documented, it provides a robust way to verify all your board's decision-making. You can easily demonstrate what was decided, and when. If directors have discussed and commented, as well as voted on a resolution—you will also know how and why each decision was reached.

Over time, you are creating a history for your organization where you can easily search and find past decisions and related discussion.

In Loomio all data is written and stored on multiple disks and multiple locations, in the cloud, backed up daily. Files uploaded are stored on servers that use modern techniques to remove bottlenecks and points of failure.