doing board business online
TRANSCRIPT
onlineA guide for Aboriginal and Torres Strait Islander corporations using Loomio for decision-making and accountability
doingboard business
This guide is for Aboriginal and Torres Strait Islander corporations in the ORIC–Loomio program for doing board business online, but it may be of interest to anyone seeking to use Loomio for good governance. If you have ideas for improving it, please email them to [email protected].
© 2022 Commonwealth of Australia Published under a CC-BY-SA licence. You are free to copy, revise and reproduce any or all of this guide as long as you acknowledge Office of the Registrar of Indigenous Corporations as the author and share your version under the same terms.
ISBN 978-1-925054-98-9 (print) ISBN 978-1-925054-99-6 (PDF)
onlineA guide for Aboriginal and Torres Strait Islander corporations using Loomio for decision-making and accountability
doingboard business
ContentsBackground & introduction 6
How to use this guide 9
Key concepts 11
Group 11Subgroup 11Thread 11Proposal 12Other voting tools 13
For directors 15
Technical requirements 15Your path into Loomio 16Your profile in Loomio 16Threads, comments and other responses 17Polls and voting 18Frequently asked questions from people new to Loomio 20Troubleshooting 21
For connectors 23
Are your directors ready for connected governance? 23Step 1. Adjust group settings for the board 24Step 2. Set up your personal profile 27Step 3. Manage group membership 27Step 4. Start a thread 29Step 5. Start a poll 31Step 6. Set up a subgroup? 32Connecting with other connectors 35
Setting up for success 37
What structure suits our board? 37When should we invite outsiders in? 38How will our governance work adapt? 38If we do this, will we meet our statutory obligations? 41How quickly do we expect each other to respond? 41When should we notify people of group activity? 42When should we start a new thread? 42How do we know what kind of poll to use? 43When should we use a proposal instead of a poll? 45
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Background & introductionWhat is strong corporate governance?
Strong governance happens when directors understand their corporation’s context and have a system and processes to serve its purpose and meet their obligations under the law.
Clear communication and transparent decision-making are its lifeblood.
What are we here for?
The Office of the Registrar of Indigenous Corporations (ORIC) has a vision of Aboriginal and Torres Strait Islander people building strong communities through strong corporations. It is ORIC’s role to support corporations to govern in accordance with the CATSI Act and your rule book. (We also recognise that corporations govern in accordance with cultural obligations.)
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We know that governance of Aboriginal and Torres Strait Islander corporations is challenging:• Directors live in different places—and they’re busy people—so it’s
difficult to arrange to meet regularly in person.• Some corporations deal with a high volume of transactional
business (such as approvals for land use and financial transactions).• Corporations’ governance frameworks and practices may still be
forming.• In many remote locations around Australia, internet service is poor.• Some directors are unfamiliar with online technology, and/or have
low literacy.• The legacy of historical dispossession, separation and loss means
that some corporations struggle with long-standing internal conflicts.
With all those challenges in mind, we looked around for a tool and service that goes farthest to meet the complex needs of Aboriginal and Torres Strait Islander corporations—and we found Loomio.
Loomio?
Based in New Zealand, Loomio offers an online working space for groups to make decisions in between meetings. Everyone can contribute, and vote on resolutions, in their own time. Then you can ratify (confirm) those decisions when you do meet all together—either online through video conference, or in person.
To see a video introduction, point your browser to youtu.be/Zlzuqsunpxc or use the QR code on the right.
Loomio offers a chance to strengthen governance by enabling your board to:
• extend collaboration beyond board meetings• include all board members in open, honest and respectful
discussion• document everything as it happens.
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We want to set you up for success, not only in using the tools, but to govern well and achieve the objectives of your corporation. We hope that Loomio—and this guide to using it—will help your board to:
• communicate well• make good decisions and • be accountable.
Statutory obligations
Decisions made online in between meetings—by each director contributing in their own time—can be ratified (confirmed) when you meet all together as a board. That way each resolution will be in the board meeting minutes—and if you ever need more detail about how you reached the decision, you can check Loomio.
Limitations
No digital platform will provide for all your governance work. ORIC is supporting corporations to use Loomio because we believe it can help boards make good decisions and be accountable. But it’s important to know that you’ll always need other tools as well, for example to:• meet online in real-time (when you can’t meet in person)—a video
conferencing tool• keep records and make them easy to access as needed—tools for
managing your business information and your records• manage finances—a tools for keeping track of your money and
telling your money story.
Features and benefits• Your directors will own a secure, private space for doing board business. • Every director can see who said what, when.• Every director can contribute in their own time. • Directors can do routine tasks online to free up time in meetings for
discussions that matter.• Polls offer directors a powerful way to gain a whole-board perspective.• When directors disagree, they can see where and why, and work to build
consensus.
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How to use this guide
This guide is for:
• individual directors• whole boards, and • the corporation’s ‘connector’—the administrator for your
corporation’s Loomio group.
Chapter 1, ‘Key concepts’, is for everyone. It’s important that you’re all familiar with the things that go together to form your online governance space. The concepts will make more sense once you are inside and looking around.
Chapter 2, ‘For directors’, walks you through setting up your personal account and pathway into Loomio. Feel free to skip ahead to this chapter. You should only need it once!
Chapter 3, ‘For connectors’, introduces some more advanced group settings and invites your connector to work through a set of steps to ensure the board—individually and together—are ready to use the tools.
Chapter 4, ‘Setting up for success’, is important for everyone. Its purpose is to support the conversations you will need to have as a whole board, about how you want to set up your group and use the available tools. For anyone unsure of how board processes will translate to the online space, it includes some tables of typical tasks, and how you might handle them with digital tools.
Feedback
Your feedback on Loomio and this guide to using it is always welcome. Email [email protected] or use the feedback form available via the QR code on the right.
We wish you the very best on your journey to strong connected governance.
Our regards, ORIC & Loomio
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Key conceptsGroup
A Loomio group is a safe place for your board to meet, discuss and make decisions about your governance work.
Your group home page is the first place you see when you arrive. It contains a title, an image to represent the group, and some text to introduce the group: its purpose, the work you will do, and any other information to help members participate.
Subgroup
A subgroup is a space for a smaller subset of people to focus on a project or committee work.
Depending on the settings, the subgroup can be visible to the main (corporation) group, or it can be for subgroup members’ eyes only.
For more on subgroups, see the question ‘What structure suits our board?’ under the section ‘Setting up for success’, page 37.
Thread
A thread is a page dedicated to a single conversation. Threads are where you share information, discuss and make decisions.
In a board, you will use threads to prepare for a meeting, discuss matters, share reports, ask questions, vote on resolutions, approve minutes, and so on. It’s also where your group can build consensus or at least a shared understanding of issues important to you.
When you first log in to your Loomio group, it will look something like this.
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Threads keep everything everyone has said about a topic in one place. Over time you’ll create a useful archive of your board’s discussions and decisions. You can see who has read the thread, and nudge people if needed. A threaded conversation is easier to read than a series of emails from multiple people.
Everything in Loomio happens within a thread, so other sections of this guide talk more about threads.
Proposal
One of the best things about Loomio is its range of tools for gaining a clear view of where your group stands on any matter. Each tool has a slightly different purpose. The most common one is a proposal.
You could think of a proposal as a resolution. To convert a wide-ranging discussion into a clear, practical outcome, add a proposal: suggest a course of action and invite everyone to respond. For example—as with a
resolution—you might ask
Threads keep conversations in line, showing you who said what, when.
To funnel a discussion into a decision, or to gauge your board’s response to a new idea, make a proposal.
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group members to:• agree• abstain or• disagree.
Importantly, as well as responding for themselves, everyone in the group has a chance to explain what prompted their response. You can all see where everyone else stands on the matter, and why. And then, if you want, you can change your response.
As well as helping your group to convert discussions into outcomes, a proposal forms a record of how your decision came about.
Other voting tools
A proposal is good for suggesting a particular path and gauging who wants to take it. But sometimes you might want group members to make a different kind of choice.
Loomio offers a range of other poll tools:• Poll: to ask people which option/s they approve• Check: think of it as asking everyone to (please) ‘raise your hand if
you…’• Time poll: to find the best time for the group to do something• Score poll: to ask people to express the strength of their
preference for each option, on a numerical scale• Dot vote: to ask people to express the strength of their
preferences, with a constraint—a fixed number of ‘dots’ to allocate; you can put all your dots in one place or spread them out
• Ranked choice: to rank a subset of options—useful for elections when there are many candidates and few seats.
For more on proposals and polls, see the last two questions in ‘Setting up for success’, on pages 43 to 45.
The best way to learn what to use when is to have a go. Either use your own Loomio group, or create a demo group at
decisions.oric.gov.au/try
The QR code on the right will take you to the same place.
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For directorsLoomio is a private and secure service for your board to talk about matters, make decisions and keep track of everything. Using Loomio between meetings means that when you do meet in person, you’ll have more time for the work—and relationship-building—that is harder to do online.
This Loomio service is provided by ORIC to strengthen governance in Aboriginal and Torres Strait Islander corporations. Your group will be in the following domain: decisions.oric.gov.au << bookmark that address in your browser and/or create a shortcut on your phone.
Know that no one from ORIC has access to your group. It’s private for your board members and whoever else you invite.
Technical requirements
Loomio works on standard hardware and software. There is no need to download any software or app but you do need:• a computer, tablet or smartphone with a current browser (such as
Chrome, Firefox or Safari)• an email application (such as Outlook, Gmail or Protonmail)• internet service via wifi (wireless network), ethernet (cable) or
mobile data plan (3G or above)
Old browsers such as Internet Explorer might not work. If you have problems seeing Loomio on your device, email [email protected].
In this section
Read on for how to:
• create your path in to Loomio• set how you present yourself• respond in a thread• vote on a proposal or in a poll.
We’ll also share some:• frequently asked questions (and answers)• common problems (and how to fix them).
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Your path into Loomio
You will receive an email invitation to join your board’s Loomio group. You don’t need a password, and your computer will remember you (if you let it).
In the middle of the email is a button to accept invitation. Use it! A webpage will open where you can create an account on the Loomio service at decisions.oric.gov.au.
On that webpage you will see a button to CONTINUE WITH EMAIL. Use that button and you will land at a page to create your account:
Type in your name, so people in your group will recognise you.
Use the CREATE ACCOUNT button, bottom-right. You will then have an account on decisions.oric.gov.au.
Your profile in Loomio
You can add a picture of yourself, to display next to all the comments you make. That makes it easy for other directors to see who said what.
When you first join Loomio, it invites you to add a picture—or to instead use your initials (the first letters of your first and last names).
To add a photo to your profile, tap to upload new photo. Browse to a suitable photo file from your computer. (It will show up small, so a photo of your face is best.)
Once you select the photo you want, use the button marked open to upload it. You can always change it later.
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You might want to add more detail to your profile, especially if you board members don’t know each other very well. At the top left of your screen you’ll see your photo or initials. Tap there, and select edit profile.
Here, you can introduce yourself, your expertise, interests, affiliations. You can also add your location.
Threads, comments and other responses
Threads are where your board will discuss corporation concerns and make governance decisions. Your group page will list each thread.
Tap on a thread to open it, and scroll down to read other people’s comments. You’ll reach a place where you can write your own.
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Make sure the comment tab is highlighted and write in the space alongside your profile image. There are buttons below that space to add documents, images, links—and to format your words (make a heading, bold or italic, list items, and so on).
When you are ready, use the button to POST COMMENT.
If you see something you want to change, you can edit your comment. To do that, tap the small pencil icon at the bottom-right.
Polls and voting
Polls help directors make decisions as a whole board. They are useful for administrative tasks like finding a time to meet, and approving minutes (or surfacing errors in them). You can also use a poll for deeper matters, such as to gauge what everyone thinks about something, or to pass a resolution.
When you vote, there is an option to add a comment about why you made that choice.
Depending on how the poll has been set up, you can either see the results instantly, or when the poll
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has closed. By default, you’ll see who voted which way. But polls can also be set to anonymous.
If you make a proposal and it fails to pass muster, you’ll have a good sense of why, so you’ll know how to adjust it to gain more support.
Timeline
When someone adds a poll, it appears in the ‘timeline’ (navigation tool) in the right-hand sidebar. Each item in the timeline is a link so you can jump directly to that part of the thread.
You can also manually ‘pin’ any post to the timeline. (Note that you cannot pin a reply.) Use the three dots at the bottom-right of a post and select Pin to timeline. Make sure you give the pin a clear short title, because those words will appear in the sidebar link.
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Frequently asked questions from people new to Loomio
Q. Who sent the invitation or notification email?
The email was sent by someone you know—likely the chair of your board, or CEO or administrator of your corporation.
Q. Is it safe?
Yes, you have been invited to a private online space set up specifically for your board.
Q. How can I know it is safe?
Here are some checks you can do:• Do you recognise the name of the person who has invited you?• Do you recognise the name of your corporation?• Were you expecting an invitation?
If your answers are all yes, it is most likely a valid message.
Q. Do I have to sign in every time I use Loomio?
If this is your computer, it should ‘remember’ you and keep you signed in. However, if you reset your computer or use Loomio on a different computer or phone, you will need to sign in again.
Q. Do I need a password?
No, you don’t need a password, but you can use one if you prefer. If you have trouble receiving email, it’s a good idea to set up a password to access your Loomio group.
Q. How will I know when there’s something new I need to see in Loomio?
You will be notified by email whenever someone mentions you with an ‘@’ by name, or when someone starts a thread or poll and chooses to notify you and other directors. As a board, you will want to agree on protocols for notifications—see the chapter ‘Setting up for success’, especially page 42.
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Troubleshooting
Problem: I can’t receive email
Your Loomio user account is linked to your preferred email address. If you cannot access your email, you will need to sign into Loomio with a password.
If you cannot access your email, you will need to sign into Loomio with a password. Loomio can set up password access for you; contact Loomio support at decisions.oric.gov.au/contact—or use the QR code on the right.
Difficulty using Loomio
Once you’re in Loomio, if you hit other roadblocks, and your connector is unable to resolve the issue, use the same form (as above) to request help.
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For connectors‘Connectors’ have special access and responsibilities in Loomio. Typically, a corporation’s connector is the person who provides administrative support to the board of directors.
Your connector’s primary objective is to set up your Loomio group to work for your circumstances. Your connector will also connect and exchange information—with: • all the directors on their board—to ensure they can access and
use the tools• other corporations’ connectors—for comparing notes on using
Loomio• Loomio—for technical support• ORIC—for any discussion of the ORIC–Loomio ‘Connected
Governance’ project.
This part of the guide firstly invites you to determine whether your directors are ready for connected governance. Then it describes 6 concrete steps you can take to introduce your directors to your Loomio group and get them using it.
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Are your directors ready for connected governance?
Technology & digital literacy
Connected governance requires directors to use a computer or smartphone connected to the internet. They must be capable of sending and receiving email, browsing the web, reading digital documents and viewing and hearing videos.
Check that each director has all of the following:
� an up-to-date device—a computer, tablet or smart phone with email and a modern internet browser
� internet service via wifi, ethernet cable or mobile data plan (3G or above)
� capability to send and receive email, browse the internet, download documents and play videos.
If a director lacks capability in some areas, is there a person in the corporation—or a friend or family member—who can support them?
Loomio works with all standard internet browsers such as Chrome, Edge, Firefox and Safari. Old out-of-date browsers such as Internet Explorer may not work.
If you have a problem using Loomio on your device, contact Loomio support—loomio.org/contact.
Step 1. Adjust group settings for the board
Your Loomio group comes pre-configured to help you get started. As a connector you have administrative rights for the group. That means you can edit group settings. Please review each of the following settings and make whatever changes will best suit your corporation.
On your group home page, go to the Settings tab and follow the link to Edit group settings. You will land in the settings for your group’s Profile, where you can adjust the following:
• Group name: Replace the default with the actual name of your corporation.
• Handle: Create a simplified name for your group to become part of the web address for it. Tip: short is good!
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• Cover image: Upload an image that represents your corporation. (Replace the stock image.)
• Logo: Upload your logo to appear alongside your group name when people visit your group.
• Group description: The group description is the first paragraph people see when they arrive into your Loomio space. Craft it to help new directors to understand the purpose of the group and the work you do together. Provide any other information that will orient people and encourage them to participate.
A template description for your group is provided. You can edit or replace with your own text, upload or link to relevant documents: • Attach files: Use the paper clip icon to attach files from your
computer. (Find this just below the group description box.)• Insert link: Go to the internet page you want to link to, copy the
link to your clipboard. Highlight the text that you want to link. Tap Insert link, paste the link and tap Apply.
An example of a group description is below.
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Once you’re happy with the group profile, check the other tabs for PRIVACY, PERMISSIONS and THREADS. You are free to make any changes you wish but the following suggestions may help.
Privacy
Check your group privacy is set to Secret. That means people will only know the group exists if they have been invited to it.
Permissions
As group administrator you can modify what members of your group are allowed to do. Permissions are initially set to balance safety and freedom to use the main features of Loomio.
Tags
Use tags to make it easy to find threads of a particular type or on a particular topic. Your Loomio group is pre-configured with the following tags:• Admin• AGM• Board meeting• Report• Finance• Legal• Members• Minutes• Planning• Policy• Resolution• Rule book• General meeting• Strategy• Template.
On the Threads page there is a dropdown arrow to see your tags.
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Each one shows the number of threads with that tag.
You can create and apply tags when you start or edit a thread, poll or proposal.
Look for the tag icon. When you start typing, existing tags will appear for you to add. Or if no tag with that word exists, you can create one.
Step 2. Set up your personal profile
Your personal profile will help members of your group easily identify you, and be sure that the messages they receive from you do actually come from you.
Click on the menu icon at top-left to open the sidebar menu.
There’s a dropdown menu on your name at the top of the sidebar. Select Edit profile.
Your initials will be the default image for your profile. But you can CHANGE PICTURE and Upload new photo.
Update your personal info
Check and revise all parts of your profile:
• Name—this name will appear next to all your comments
• Username—can be used to @mention you in threads, so that you will be notified
• Email—your Loomio notifications will go to this address
• Introduction—a few lines to let others in your group know more about you
• Location—so people know where you (usually) are.
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Note that your email address is not displayed to other users. Your email address can only be seen by administrators of your group in certain circumstances.
Step 3. Manage group membership
Next, make sure all your directors have been invited to the group.
On your group home page, go to the MEMBERS tab.
There, you can see a list of all the members of the group. You can also see when each person joined your group, and any invitations that have not yet been accepted.
If you have already invited people and they are yet to accept, you can use the 3 dots against their name to remind them— Re-send invitation.
Once a person has joined the group, the same 3-dot button enables you to give them administrator-level access (Make admin), or if a person has a particular role within the group, you can give them a title such as chairperson (Set title).
Adding and removing members
When your board membership changes, or when you want to involve an external person in your discussions temporarily, you can adjust your group’s membership.
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To invite new people to join the group you can either:• INVITE them from within
Loomio by entering their email address and a message—you can paste up to 100 addresses at a time—or
• SHARE an invitation link via your own email or other messaging service.
If you’re granting temporary membership, it’s a good idea to check member permissions—see pages 24–26.
Step 4. Start a thread
To help directors become familiar with using Loomio, try starting a new thread. It can introduce directors to the tools, and invite them to react with an emoji or comment. If every director responds, you’ll know they are all connected.
The concept of threads is introduced on page 11 and elaborated on pages 17–19.
On your group home page, go to the THREADS tab and use the button for NEW THREAD.
When you start a new thread, you can choose where it will show up. You can:• post it to a group• post it to a subgroup, or • (for a private discussion with one or more people, or to draft a
thread before posting it anywhere) create an Invite-only thread (no group).
Give your thread a title—a few words that capture the purpose of the discussion. It’s worth considering how best to characterise this thread to distinguish it from any other. It could be a question, or it could refer to a place or date or event or document. Try to convey the most information with the fewest characters, bearing in mind that over time you might have many other similar threads.
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If you choose to notify people of the new thread, Loomio will send them an email about it. You can use the dropdown to select to notify members of the group or subgroup, or add individual email addresses.
If you’re posting a series of new threads to a group, you might choose to notify no one. That way, the members will see it when they next come to Loomio, but they won’t receive an email about it.
Attach one or more tags to the thread to make it easy to find later. For this first one, perhaps a ‘how-to’ tag is appropriate?
In the context, describe the purpose of the thread. You’ll see there are buttons for formatting the text, adding links and documents, but for this one you can keep it simple.
After you post the thread, you’ll see it’s possible to comment or simply to ‘emote’. Be sure to add a comment to explicitly ask people to respond.
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Step 5. Start a poll
Now, it’s time to familiarise directors with some of Loomio’s unique tools for discovering what the board as a whole thinks about something, and for moving from a discussion toward a decision.
For an introduction to the concepts of proposing and polling, see pages 12–13. See also the user manual at help.loomio.org/en/user_manual/polls/starting_proposals—or use the QR code on the right.
The objective here is to get everyone to vote in a poll.
From within a thread, go to the tab marked POLL. You’ll see there are various options. The simplest one is Check. With this poll type, there are only two possible responses:• a tick (a) to say ‘yes’ or • a cross (r) to say ‘no’
or ‘unsure’.
Use a check poll to ask directors to confirm they are comfortable in Loomio.
A day before the poll closes, Loomio will email to remind those who have not responded.
Give your poll a short, relevant Title. Attach any relevant Tags to help people find this poll later.
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In the Details field, explain what you are asking people to do.
Each poll type provides different Options for responding. (In a check poll there are only 2.)
Check the other options:• Closing date and time—if necessary, you can close the poll early
or extend the closing time• you can choose to send a reminder to anyone who hasn’t voted,
24 hours before the poll is set to close• invite everyone in the group or only specific people• by default, everyone in the group can see everyone’s votes—but
you can change that to make voting anonymous if you want to keep individual votes secret—useful for elections or if you think voters might be influenced by how others vote.
Step 6. Set up a subgroup?
Do you need a subgroup?
To determine whether your board needs one or more subgroups, see the question ‘What structure suits our board?’ under the section ‘Setting up for success’, page 37.
To set up a subgroup, go to your group home page and toggle to the SUBGROUPS tab. You’ll see a button there for NEW SUBGROUP.
Setting up a subgroup is similar to setting up a group. After you have created the group, check the settings as you did for the parent group.
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To review group settings, see Step 1: Adjust group settings on page 24.
Permissions
Do you want members of the parent group to be able to see subgroups even though they are not members of it? If so, on your subgroup home page, go to the settings cog and click Edit group settings.
Next, toggle to the PERMISSIONS tab. You’ll see a long list of options for who can do what. You can tick or untick as appropriate. The very first one (if you are an admin for the group) is ‘Members of [your parent group] can see private threads’. If you tick that option, everyone will be able to see—but not participate in—threads and polls in the subgroup.
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Connecting with other connectors
We have made a group for connectors from all the Aboriginal and Torres Strait Islander corporations using Loomio to connect with each other. You are likely to learn as much, if not more, about strong connected governance from your peers as you are from Loomio or ORIC staff.
Within the Connectors group there’s a thread called ‘Introductions’. We encourage you to post a message in that thread, introducing yourself, your corporation, how you’re using Loomio, and any challenges you’re facing or questions you have.
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Setting up for successShifting to connected governance will take conscious effort. It means a new way of working—as a whole board and as individual directors.
We know that potentially, Loomio will save you time and improve your decisions and your accountability. But to reap those rewards, the first step is to agree on how to make best use of the platform and the tools. ‘Best use’ is not universal; it depends on the circumstances of your corporation and your directors.
Questions this section will help you to consider:
• What structure suits our board?• When should we invite outsiders in?• How will our governance work adapt?• If we do this, will we meet our statutory obligations?• How quickly do we expect each other to respond?• When should we notify people of group activity?• When should we start a new thread?• How do we know what kind of poll to use?• When should we use a proposal instead of a poll?
What structure suits our board?
A Loomio group comprises a ‘parent group’ and any number of ‘subgroups’.
Subgroups are separate from the parent group but connected to it, and they work just like groups. Subgroups help focus and contain the work of particular groups of people, such as a committee, council or project team.
You can keep a subgroup private, so that parent group members can’t see anything in it. But maybe you want the subgroup to be readily accountable to the parent group. If so, you can set it so members of the parent group can see (but not respond to) threads and polls in the subgroup.
As an Aboriginal and Torres Strait Islander corporation, and depending on your size, you might have a subgroup for:
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• a finance committee• a health & safety committee• a risk & audit committee• industry-specific tasks, such as managing property
Importantly, you can add outsiders to a subgroup—such as a lawyer or accountant or staff-member.
You could even set up a subgroup for all your members—so as directors you can share information and engage with the broader membership.
While subgroups have their place, for groups new to Loomio it might be best, at first, to focus on open, constructive collaboration within the parent group. In many cases, other features can work better than subgroups, such as tags (for filtering threads to find what you’re looking for) and private threads (for private discussions).
For how to set up a subgroup, see pages 32–34.
When should we invite outsiders in?
There may be times when it would be useful to involve someone from outside the corporation in a particular discussion. As noted, an external person can be part of a subgroup. In any one thread of the main (parent) group, you can also invite an outsider in—to see and respond. At the top of every thread is a button to ‘invite’. When you hit it, you can add an email address.
You might want some protocols for inviting external people. For example:• Do you need the board to approve, before you send an invitation—
or at least the chair?• Or do you agree as a board that any one of you can use your
discretion to invite someone in as you see fit?• Will you want to remove the extra person after a certain time? If
so, make sure you assign that task and set a reminder.
How will our governance work adapt?
Below we describe how you could perform typical governance tasks in Loomio.
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Between meetings
You might use a Loomio thread to take strategic action between board meetings:
Task Tools
Start thinking about the next board meeting
New thread—Give it a title that will make sense to everyone, and add some notes about the context for the thread, eg: thinking about the next phase of our governance work
Agree on a focus for the next meeting
New comment—What’s the most important focus for our next meeting? Either suggest something, or invite responses to the open question. You might reach general agreement through discussion. Or you could use a proposal or poll to clarify and settle on a priority.
Check progress on actions arising from the last meeting
New comment—use a checklist to post a list of tasks and who they were assigned to, and ask each person to check them off and/or comment. Note: later, when you have a thread to announce the meeting, you might move this comment there—the replies will go with it.
Share information and ideas to consider in relation to the strategic or business plan
New comment—introduce a report or other material relevant to the strategy or operations, and invite responses. You can attach a file or link to a published document.
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Preparing for the next board meeting
When it’s time to get organised for the next meeting, set up a new thread dedicated to preparing for it.
Task Tools
Notice of meeting Create a new thread. In its context, note the date, time and place for the scheduled meeting. You can edit these details if the meeting is moved.
Post the agenda In a new comment, list all items on the agenda.
Focus discussion on a particular agenda item
Add a new comment to elaborate on an agenda item and focus discussion on it. To ensure it’s easy to find this conversation in the thread, pin it to the timeline (the sidebar navigation on the right)
Ask the board to accept the minutes of the last meeting.
Add a check (yes/no poll) so directors can either approve the minutes or note corrections. Proposals and polls of all kinds are automatically included in the sidebar navigation (‘timeline’).
Add any proposed resolutions If the agenda includes voting on a resolution, add a proposal with the wording and options for responding.
As they become available, add financial reports and other board papers
A new comment can introduce financial and other reports and invite discussion. Or you could get straight to the point and add the reports through a poll or proposal and ask directors to review the accounts and either accept or question them.
Set a new date for the meeting
If you need to postpone, you can use a time poll to suggest a few possible options and invite everyone to mark which dates are doable for them. The result will show the best time/s to meet.
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If we do this, will we meet our statutory obligations?
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.
A resolution passed in between meetings is valid if (and only if) all eligible directors agree on it. You can ratify (formally approve) the decision at the next board meeting. That way, the decision will also appear in the minutes of the meeting.
If you have less than 100% agreement, or if some directors have not voted, you will definitely need to take the resolution to your next board meeting (whether online or in person). Then, you can use quorum and majority rules to ratify (or alter) the decision. The Loomio record will give you a good sense of any issues with the proposed resolution. So it shouldn’t take long to resolve the matter one way or the other.
How quickly do we expect each other to respond?
Loomio is like email in that you can respond at a time that suits you. But everyone has different work habits, and if some people taking much longer than others to respond, it can frustrate people and hinder progress.
Quick responses are great because they keep things moving. On the other hand, people need time to access, read and digest the information—especially when it’s a complex or important matter.
It’s up to your group to consider what’s a reasonable response time in your circumstances. It’s important to discuss it as a board, and reach an agreement. Then, if someone is continually non-responsive, at the next meeting you can refer back to the agreement and ask that director and everyone else how the board should handle the issue.
There are also tools in Loomio to prompt people to respond. If the issue is that someone has not contributed to an important
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discussion, you might post a poll or a proposal to alert everyone that now is the time to have their say. When you post a proposal or poll, you can set how long it stays open. You can also use a comment to remind people to respond, and if you want to notify a particular person of a comment, you can @mention them by name.
When should we notify people of group activity?
In Loomio, notifying means sending an email. So to avoid overloading your directors’ inboxes, it’s best to notify only when something important is happening, or if you really need to get the board’s attention.
There are many places within Loomio that you can notify people including when you:• invite people to a thread• invite people to respond to a poll or proposal• @mention a specific person within a comment
When you post a thread to notify directors about the next meeting, it may include several polls and proposals. Rather than sending a notification for each one, it is better to notify people once, about the thread, and ask them to read through, comment and vote in any polls or proposals.
As a board you might consider what works for you, and establish a protocol, so you receive the notifications you need and avoid being overwhelmed.
When should we start a new thread?
If you’re wondering whether to start a new thread, ask yourself: would a new thread make it easier to manage the discussion? If you’re still talking about the same topic, it makes sense to allow a thread to keep growing. At some point it might become too long to be easy to navigate. In that case, you might find a natural break and start a new thread. For example, if you have a thread for budget planning, you probably want to limit it to planning for a specific year.
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When a thread is no longer active, or no longer relevant to the current discussion, close it. The thread will still be there, but you’ll have to view closed threads to see it.
If the discussion in a thread veers off to a new topic, and that topic needs further discussion, start a new thread. In the new thread, you can add links to the old thread and/or to specific comments in another thread.
There are tools within Loomio that enable you to:• find a thread or comment you’re looking for• copy a link to a thread or a comment, or• move a comment to another thread.
Of course, it’s up to your board to consider how to manage your discussions so directors can easily navigate and participate. You might want to set up protocols for:• starting a new thread: can any director start a thread or only the
connector/s? Are there conventions to use when adding a title and context?
• closing a thread: can any director close a thread or only the connector/s?
• will the connector do occasional housekeeping to keep threads tidy and easy to navigate?
How do we know what kind of poll to use?
Loomio offers various kinds of poll. They are useful in a wide range of circumstances, and sometimes there’s no clear-cut reason for using one over another. For your governance work you will likely use the first 3 the most.
Check
A check poll has only 2 responses: a tick (a) for ‘yes’ and a cross (r) for ‘no’. You might use a check poll to:• Check if directors are ready for the next board meeting. It’s good
to know that people are prepared, and important to know if someone is missing some important information.
• Check if directors approve the minues of the last meeting. You can attach a file to the poll (e.g. ‘Minutes.doc’) and anyone who responds with a r can add a comment to identify something that needs correcting.
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Poll
A simple poll is good for when there are several options and you can only choose one. For example, you might use it to decide:• where to hold your next in-person meeting• which of 3 quotes to accept• who to give an award to
You can set it to be single-choice or multiple-choice.
Time
Use a time poll to find the best time to meet. Provide a few different options. Everyone marks each time with good, doable or bad. Then, Loomio shows you the best time. From there, you can send a calendar invitation to all your board members.
Dot
A dot vote could be useful if you want to know, for example, which 3 out of 7 possible options people most want. A person can put all 3 eggs in one basket (if they’re really keen on that option and otherwise don’t mind) or allocate one vote each to 3 different options.
Score
A score poll might be useful in shortlisting candidates for a job.
Ranked choice
A ranked choice poll is good when there are many options and you want people to choose a few and put them in order of preference. You might use it for an election where there are, say, 100 voters, 10 candidates and only 3 positions. It could be a good way to enable your members to elect the next board of directors?
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When should we use a proposal instead of a poll?
Proposals are best when someone is recommending the board go a particular way. (If there is more than one option, you would use a poll or ranked choice.) For example, you might use a proposal to agree:• to lodge a funding application• on the new terms of a lease• to approve the annual financial statements• to form a subcommittee• to put a special resolution to members• on a shift in strategic direction• to invite a guest to a board meeting• to recruit the preferred candidate for CEO• to accept an insurance quotation
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Notes
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