Motions and Voting by email

[Guest KAP]

I serve as president  on a small non-profit board.  Recently, another board member made a motion via email, which led to some intense debate and a decision to vote on the issue at our next regular meeting.   I almost didn't acknowledge the motion, because it seemed improper, but it was made by the immediate past president.   I figured she must know what is  proper.  I did not call for a vote on the motion, yet 3 people voted in favor of it, via the email conversation.

I searched the issue of voting via email, and saw comments that RONR prohibits email voting unless an organization has it included in the by-laws.    I have very little knowledge of these formalities, and just purchased RONR In Brief.  I cannot find specific guidelines regarding email; it just references the full length RONR pages, which I do not have.  I would truly appreciate some clarity.  Can motions be made, outside of regular meetings via email?  Can voting be done via email?  

[Bruce Lages]

2 minutes ago, Guest KAP said:

I searched the issue of voting via email, and saw comments that RONR prohibits email voting unless an organization has it included in the by-laws. 

 I cannot find specific guidelines regarding email; it just references the full length RONR pages, which I do not have.  I would truly appreciate some clarity.  Can motions be made, outside of regular meetings via email?  Can voting be done via email?  

The comments you saw are correct.  According to RONR. email voting is prohibited unless authorized in your bylaws or by an applicable statute. RONR also assumes that organization business, which is done by means of motions, debate, and voting, all occurs in a meeting at which members are physically present, again unless the bylaws specifically provide otherwise.

It is important to note also that if the bylaws are going to authorize email voting or conducting business by electronic means, they are also going to have to provide for the rules by which such absentee voting or absentee meetings will be conducted, since RONR provides little or no guidance for those types of procedures.

[Guest KAP]

Thank you for your quick response.

[Richard Brown]

Guest KAP, if your board has gotten in the habit of adopting motions via email, regardless of whether it is authorized in your bylaws, you are going to get push-back from the other members when you try to stop it.  They are going to say "This is the way we have been doing it for years", etc.  So, I suggest being prepared with clear authority to show them that email voting (or making motions via email) is simply not permitted unless authorized in the bylaws or mandated by statute.

You might cite as your authority this key provision from page 423 of RONR:  "ABSENTEE VOTING. It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws. Such possible exceptions include: (a) voting by postal mail, e-mail, or fax, and (b) proxy voting."

[jstackpo]

Since e-mail, and all sorts of face to face discussions, take place outside of meetings there is nothing inherently wrong (from RONR's point of view -- some public body laws do prohibit it) with talking about issues in the parking lot.  However, all formal discussions, motions, amendments, voting, &c., have to take place in the organization's meetings.