Extraordinary meetings and how to control them (without Jackie Weaver)

Can our locked-down lives get any stranger? In an unexpected twist, millions of people have become fixated on the inner workings of formal meetings. The viral video of the unintentionally hilarious power tussle at Handforth Parish Council highlights many points for running a successful electronic shareholder meeting or stakeholder event in 2021 – and things to avoid at all costs. 

“You have no authority here, Jackie Weaver, no authority at all” 

On the face of it, the chair was quite correct to maintain that he should be the one making the decisions. And yet, possession may well be nine-tenths of the law.  It was Jackie Weaver, an external monitoring officer, who had control of the eject button and she did not hesitate to use it to remove councillors accused of “appalling behaviour”. Further, it is the apparently uncooperative chair and his supporters who are  being vilified everywhere from Twitter to the tabloids for being “explosively aggressive”. Meanwhile, Jackie, called in because of pre-existing complaints about councillors’ conduct, is hailed as the “no-nonsense” hero of the hour. 

An analysis of who was really entitled to make these decisions in Handforth is beyond this article. It does all neatly prove, though, that the wise chair of any gathering makes sure to keep practical control of the proceedings, as well as the sympathy of the meeting. Beyond this, the wise chair of any company or organisation considers the likely sympathies of all those with access to the media. 

“She’s kicked him out! She’s kicked him out!” 

Of course, just because it is easy for the organiser to mute or shut out disruptive electronic attendees, this does not mean that it is necessarily the right course of action. As already noted, in a formal meeting, any such decisions should normally be made by the chair and following a process of escalation. Despite some bitter complaints, even in Handforth, the disruptive councillors were warned and placed in an electronic waiting room, not excluded altogether.

“It’s nothing if not lively in Handforth”

If you anticipate trouble at your meeting, you will need to prepare for how to deal with it. Companies, especially those in sectors which attract popular activism, have a long experience of planning ahead for meetings to run smoothly. As 2021 will see many meetings held using electronic means for the first time, companies should review their procedures according to the combination of new technologies they choose to use. Meetings of large companies are very unlikely to have all attendees on camera and nor is it legally necessary for them all to be able to see each other. Attendees do need to be able to hear the official proceedings though, and they have a right to be heard. 

Julie’s iPad 

A shareholder’s right to speak at a meeting goes further than just being allowed to type in questions and comments via a text box. Facilities for electronic meetings, therefore, allow shareholders to ask questions using telephony services if they wish, once they have logged in through their browser or a dedicated app. At this stage of the pandemic we all know, however, that it saves blushes and tedium all round to have a managed process. Nobody wants to listen in to the private conversations (and sighs) heard from some Handforth participants not on mute – or calls for others to come off mute. 

The same rules of engagement apply as for a physical meeting. The chair decides when and who can speak so as to maintain order in the interests of the gathering as a whole and the moderators facilitate this by keeping the chair informed and muting and unmuting the line so the shareholders can take their turn. 

The “laughing hyena”

One worry for those thinking about running fully or partially electronic meetings is that it may be harder to “read the mood of the room”, for example to decide whether the majority has heard enough and it is safe to close the proceedings. If most attendees are online, but muted and not on camera, the usual visual and verbal clues are unlikely to be present. The advantage is in cutting out unnecessary disruption, such as the sight and sound of a non-councillor attendee in Handforth alternating between mocking laughter and threats to issue subpoenas.

In any case, most companies preparing for 2021 AGMs seem currently likely to still have a physical gathering at a specific venue, as well as providing some electronic facilities for shareholders. For a fully virtual meeting, or a hybrid where not many shareholders can attend physically because of Covid-19, companies should consider how to use the new facilities to establish the mood of the meeting as a whole. Generally attendees can type in questions and comments online, which means the company’s moderators will be able to advise the chair on whether new requests are still coming in – or simply covering ground which has already been dealt with. Importantly, the moderators can also make sure that any offensive or defamatory material is logged but not published to everyone.

“Refer to me as Britney Spears from now on”

This light-hearted suggestion was made in Handforth in response to the chair unilaterally designating himself as also being the clerk of the council. In reality, of course, everyone legally attending a meeting, and their status, should be clearly identifiable. For electronic meetings, all shareholders will have their own individual log on details and guests can either be invited to join or given limited viewing rights only. 

The muttered obscenity 

Not being familiar with new systems is always stressful and liable to make participants grumpy. Yet again, at this stage in the pandemic, we all know that, with patience, anybody can be persuaded to engage with the online world. Those running the meeting should prepare in advance and allow for the necessary run throughs with the board, registrars and service providers. 

Shareholders and other attendees will also need clear instructions before the meeting, ideally with screen shots and graphics. In addition, typically, the electronic platform will be made available for at least half an hour before the meeting starts, so attendees have time to log on and can view whatever updates the company chooses to provide on the landing page.

“Read the standing orders and understand them!” 

Shouted out in a rage by the vice-chair in Handforth, but nevertheless always good advice. Nobody would want to be accused of procedural delay and petty obfuscation - but nor would you run a shareholder, class, court or other formal meeting without being on top of the company’s articles and all other applicable rules, including the common law of meetings.