Electronic or Conference Call "Meetings"

[messadivoce]

Do Bylaws customarily include provision for email or conference call "meetings?" I found one example where actions of this sort require unanimous consent of members, and must have written assent on file with minutes, a much higher bar than for a meeting in person. Any comments?

[Chris Harrison]

Do Bylaws customarily include provision for email or conference call "meetings?" I found one example where actions of this sort require unanimous consent of members, and must have written assent on file with minutes, a much higher bar than for a meeting in person. Any comments?

I suppose it depends on the nature of the organization. However, meetings held by conference call or e-mail can only be done if the bylaws specifically provide for them (RONR p. 2 footnote, pp. 408-409).

[Gary Novosielski]

Do Bylaws customarily include provision for email or conference call "meetings?" I found one example where actions of this sort require unanimous consent of members, and must have written assent on file with minutes, a much higher bar than for a meeting in person. Any comments?

I wouldn't say it's exactly commonplace, but a number of organizations authorize conference calls in their bylaws. RONR suggests that at a minimum, whatever method is used, all members must be able to hear each other.

That would tend to make e-mail a less-preferred method, because it has a number of characteristics that simply don't map well to the rules in RONR, which means that unless you expertly craft a few hundred pages of rules to cover e-mail voting, you will be submerged in constant controversy over rules.

In either case, unless the bylaws authorize something different, only in-person meetings are legal meetings.

[Josh Martin]

Do Bylaws customarily include provision for email or conference call "meetings?" I found one example where actions of this sort require unanimous consent of members, and must have written assent on file with minutes, a much higher bar than for a meeting in person. Any comments?

In my experience, authorization for conference call meetings is more common than for e-mail, and conference call meetings are handled more or less like in-person meetings. Conducting business by e-mail often does have caveats included, such as a higher voting threshold. A unanimous consent requirement is not uncommon for e-mail provisions. It's up to your organization to decide whether to include such provision in its Bylaws and what the details are.

[jstackpo]

Although we aren't supposed to talk about such things here, my experience has been that the unanimous consent and signed agreement documents requirements are legal ones. Ask your lawyer who knows the state law where you are.