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  1. Our church is incorporated in a state that requires in-person meetings unless electronic means are established in our bylaws, which bylaws are silent on such and require we follow the latest edition of Roberts Rules secondarily. Due to pandemic edicts, the executive board suspended the annual meeting in April 2020 but has continued to meet as a board electronically. They closed the church. They lost authority to act for the corporation as well as to spend funds in as much as their terms ended in April. They used a clause in the bylaws to appoint themselves, however, to "fill a temporary vacancy" which was only prospective (in April) so as to continue indefinitely "until meeting restrictions were lifted" but restrictions persist. Legally we are required to hold an annual meeting. One thought is that members should request that the board convene a special meeting electronically under force majeure to establish by resolution a bylaw amendment that church business meetings, including executive board meetings, are authorized to convene electronically. (Alternatively, the board could authorize the clerk to circulate a provisional call to an electronic meeting.) Having resolved that authority by a 2/3 vote of record, the church members might have an electronic meeting to proceed with other motions, receive annual and semi-annual treasurer reports and board reports, and specifically elect officers to fill terms that end in April 2021. What is missing is a way to convene an electronic meeting of members to amend the bylaws.
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