Polling executive board vs. emergency meeting

[Hutch]

Hello.  I have just signed up and I think this site will be invaluable to me as a newly elected President.  My question would be, is it proper, in between meetings of our executive board, if an issue comes up that needs their approval to poll them individually vs calling emergency meetings?  Should we change our by laws to make this an accepted practice?

[jstackpo]

Not only "should" but "must" amend bylaws to authorize "polling" or other forms of absentee voting.  See RONR, page 423.    [There is another reference to polling all members individually not being a proper decision, but I can't find it off hand.  Any help from others?]

Don't be too hasty with this "instant decision" approach.  The benefits of debate and interchange of ideas can be substantial.  And who is to be authorized to pose the decision question to the members?  Will the question be posed in a biased manner?

Be careful what you wish for.

[Richard Brown]

If you want to do business that way, you should amend your bylaws to specifically provide for electronic meetings and/ or voting.

 

[Richard Brown]

Hutch, in a true emergency, for something like emergency repairs to the clubhouse after a storm, it is not unusual for the officers or executive board members to decide to take emergency action without a meeting.  However, the officers are acting at their peril when they do that and any taken on the basis of such emergency consent should be ratified as soon as possible at a meeting.

As long as things are rolling merrily along, there is usually no problem with making decisions the way you would like to do.  However, if things ever become contentious, you can be sure that there is going to be a contingent of members who claim that all sorts of actions taken in the past were illegal and are invalid.  That's when things start to fall apart.  If enough money is involved, you can wind up in court, too. 

Note:  If you are incorporated, some state corporation laws permit boards to act without a meeting if all of the directors consent in writing to the action.   It's commonly referred to as "Action in lieu of a meeting".  However, to prevent the sorts of problems I mentioned in the paragraph above, such authority should be expressly granted in the bylaws unless it is clearly permitted by state law.   And a quick telephone poll is not the same thing as action consented to in writing by all members (directors). 

Edited March 22, 2018 at 01:11 PM by Richard Brown
Typographical correction

[jstackpo]

Ha!  Found my lost reference:  Page 487, line 4, but be sure to read the surrounding paragraphs.

[jstackpo]

1 hour ago, Hutch said:

Hello.  I have just signed up and I think this site will be invaluable to me as a newly elected President. 

We hope so too.  Welcome!  If you haven't already done so get yourself a copy of

RONRIB:

"Roberts Rules of Order Newly Revised In Brief", Updated Second Edition (Da Capo Press, Perseus Books Group, 2011). It is a splendid summary of all the rules you will ever need in all but the most exceptional situations. And only $7.50! You can read it in an evening. Get both RONRIB and RONR (scroll down) at this link:

http://www.robertsrules.com/inbrief.html

Or in your local bookstore.

It might be just what the parliamentarian ordered.

 

[Gary Novosielski]

14 hours ago, Hutch said:

Hello.  I have just signed up and I think this site will be invaluable to me as a newly elected President.  My question would be, is it proper, in between meetings of our executive board, if an issue comes up that needs their approval to poll them individually vs calling emergency meetings?  Should we change our by laws to make this an accepted practice?

On the contrary, I'd recommend following the rules in RONR.  The nature of a deliberative assembly is incompatible with situations in which deliberation is missing.  Changing your bylaws might make this an accepted practice, but not, in my view, an advisable one.