Definition of writing

[Guest RGB]

Does "in writing" include e-mail?

Our bylaws do not state that directors can meet or pass motions via email but do say in writing. The laws we act under say electronic communications must be authorized by bylaws. They include the word email specifically.

[Guest Who's Coming to Dinner]

This is a matter of bylaw interpretation, which only your organization can do, as well as a legal question, which should be answered by a qualified attorney.

[Gary Novosielski]

2 hours ago, Guest RGB said:

Does "in writing" include e-mail?

Our bylaws do not state that directors can meet or pass motions via email but do say in writing. The laws we act under say electronic communications must be authorized by bylaws. They include the word email specifically.

Written notice may be by e-mail to members who consent.  In §9, RONR says:

When notice is required to be sent, unless a different standard is specified that requirement is met if written notice is sent to each member either:   

a)  by postal mail to the member’s last known address; or   

b)  by a form of electronic communication, such as e-mail or fax, by which the member has agreed to receive notice.

 

But RONR only permits business to be conducted at an actual "meeting" where members are physically present in the same place.  If electronic meetings are authorized in the bylaws, then they are permitted, but RONR cautions that even electronic meetings should allow, at a minimum, for simultaneous aural participation in debate, and the ability to seek recognition make motions, and vote.  E-mail obviously does not meet this criterion, so the rules that allow it would have to be fairly specific and substantial, or problems are inevitable. RONR recommends that the rules for electronic meetings should include such items as:

• the type of equipment or computer software required for participation in meetings, whether the organization must provide such equipment or software, and contingencies for technical difficulties or malfunctions;
• methods for determining the presence of a quorum;
• the conditions under which a member may raise a point of order doubting the presence of a quorum, and the conditions under which the continued presence of a quorum is presumed if no such point of order is raised;
• methods for seeking recognition and obtaining the floor;
• means by which motions may be submitted in writing during a meeting; and
• methods for taking and verifying votes.

See §9 for a full discussion of electronic meetings.

[Richard Brown]

I agree that this is a matter of bylaws interpretation and also possibly of state law, but I get the impression that the original poster is talking about what is commonly referred to as "action in lieu of a meeting".

Some state laws and some bylaws specifically permit Boards of directors to take action without a meeting provided all directors consent to the action in writing.

It would be helpful if the original poster can elaborate a bit as to the exact situation he is referring to.

Edited March 26, 2018 at 12:46 AM by Richard Brown
Typographical correction