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  1. An organization of which I'm a member has the common problem of bylaws that do not authorize electronic meetings. The group consists of retirees and has been meeting electronically since early in the pandemic. Because of the age of the group's members and the risks posed by the delta variant of COVID, it's unlikely the group will meet in person for the foreseeable future. Moreover, the group has a quorum requirement of "50% plus 1 (one)," which adds the the unlikelihood of gathering enough members for an in-person meeting any time soon. The group's bylaws specify RONR as the parliamentary authority. Unsurprisingly, the group was not pleased when I explained that the electronic meetings do not comply with RONR because they are not authorized under the bylaws. We're now trying to work our way out of the Catch-22 of trying to authorize electronic meetings without being able to meet in person in sufficient numbers to amend the bylaws. RONR states that "the actions of any deliberative body are also subject to applicable procedural rules prescribed by local, state, or national law and would be null and void if in violation of such law." (RONR sec. 1:5.) One solution I'm pondering is suggesting that the group petition our city council to pass an ordinance authorizing an organization with (to quote our bylaws) its "principal office and place of business" in the city to hold electronic meetings even if the bylaws don't authorize them. If the city council adopted such an ordinance, would that then allow the group to meet electronically in compliance with RONR? (I recognize that legislation can take a while, but given the reluctance of the group's members to assemble in person, even a legislative process might complete its course before another in-person meeting.)
  2. Our state association bylaws provide for the executive board to meet electronically, but not specifically our biennial convention. My question is whether the language we now have in our bylaws that gives the executive board authority to select the date, place and time for our biennial convention is already sufficient authority to authorize the Board to call an electronic convention without further need to specifically authorize an electronic convention in our bylaws?
  3. 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.
  4. I'm an employee of a student union incorporated under the Canada Not-for-Profit Corporations Act (CNCA) (https://laws.justice.gc.ca/eng/acts/c-7.75/FullText.html), and every year we hold an "Annual Ratification Meeting" of members, the purpose of which is to officially elect new directors and officers who have already been "elected" by students through public elections, and referred to the meeting based on this. Our bylaws state that this meeting is not to occur after May 1 of a given year, and that quorum is 35 in person, 50 including proxy votes. Unfortunately, due to coronavirus, even though our city has not yet restricted public gatherings of 35 people, we are still looking into whether we have the capacity to delay or alter the quorum/in-person requirement for our ratification meeting of members, or move the date beyond May 1 and consequently extend the terms of current directors and officers, if necessary, for the safety of all involved. Does anyone have any insight on what procedures, if any, might be able to be used to achieve this end, including Suspension of the Rules at a directors' meeting? Currently our bylaws do provide for directors to participate and vote electronically at meetings, if this can be applied in any way to meetings of members. Any help is appreciated!
  5. An electronic meeting was completed with a quorum in attendance. An issue was sent back to committee for wordsmithing of one section. How can the issue now be voted on? Only those in attendance and the outcome by majority or does the full board vote even those not in attendance? Lengthy discussion was completed on the call.
  6. RONR 11 ed pp 97-99: "Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, as defined on pages 81–82, a single official gathering in one room or area—of the assembly of its members at which a quorum is present." Could anyone help me determine: 1) Whether this ("organization or board") applies to a convention of delegates as defined later in the text 2) Whether a convention's Committee on Standing Rules could permit electronic meeting if it is not provided (or disallowed) by the bylaws, or whether other special rules of order pertaining to this being a "special meeting" (a special convention) might do the same
  7. Our organization’s Board of Trustees has mandated that the “bylaws committee” propose amendment to our bylaws allowing electronic participation in meetings of the Board. Up to this point the organization has resisted this form of participation however during the last BOT meeting, a Board member presented a motion to cause the bylaws committee to prepare and propose the allowance of this type of participation. The motion carried by a vote of all Board members present with the exception of one dissenting vote (the Chair). During debate on the motion, I (as bylaw committee chair) raised concern for electronic meetings due to a fact that the organization is small and has managed without the need of any sort of “electronic” participation and due to the fact, we are less than a month away from beginning the amendment proposal process (reading proposals), making it very difficult for the committee to prepare any proposed amendment particularly with respect to how participation would be controlled and what rules/processes would be required. The Board rebuttal to this was that the motion was to only require preparation of a very simple proposed bylaw amendment to allow electronic forms of participation and the process/rules for conducting meetings with this type of participation would be prepared following approval of the amendment by the organization’s membership (Board does not have bylaw amendment privileges, only the membership during a noticed meeting). The Board reasoning for forcing this issue seems to be 2-fold, 1) desire to bring the organization into the “electronic age” and 2) to entice “younger” members to become involved with governing the organization by running for office. Emphasis placed on item 2) because quite often, the younger member travels in business and as such may not be able to meet our bylaw requirement, Board members must not miss more than three (3) consecutive meetings in any given year (out of 10 total meetings each year). There was additional argument that retired members quite often spend winters in warmer climates and may also have difficulty meeting the bylaw requirement for attendance. Note: Our bylaws stipulate, proposed amendments are to be read to members present at a meeting prior to the meeting at which the proposal will be voted on and there is no limitation on who within the organization may present proposed amendments. My question: "Is it appropriate for our Board to make such a mandate of the committee without first laying out the rules and processes for allowing “electronic” participation in Board of Trustee meetings?"
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