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teleconferencing and bylaws


Guest Cobi Stein

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Can teleconference decisions, made by the national board members of a not for profit organization before the organization's bylaws authorized electronic meetings, be legally retroactive? Thank you for help with this matter.

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Can teleconference decisions, made by the national board members of a not for profit organization before the organization's bylaws authorized electronic meetings, be legally retroactive?

At a proper meeting the board could ratify the decisions made via teleconference but, unless and until it does, those decisions are not the decisions of the board but rather those of individual board members for which they bear personal responsibility.

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Can teleconference decisions, made by the national board members of a not for profit organization before the organization's bylaws authorized electronic meetings, be legally retroactive? Thank you for help with this matter.

Actions taken without authorization can be ratified. This seems to be the nature of what you're asking. An amendment to the bylaws to authorize electronic meetings does not validate prior invalid actions.

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Thank you - this decision making by teleconference by the national board has gone on for a number of years, with the national board members not paying attention to the fact that the organization's by-laws did not authorize this method of passing motions. The national board wants teleconferencing permission added to the bylaws at the next convention. Is ratification of all the passed motions by teleconference legal?

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Thank you - this decision making by teleconference by the national board has gone on for a number of years, with the national board members not paying attention to the fact that the organization's by-laws did not authorize this method of passing motions. The national board wants teleconferencing permission added to the bylaws at the next convention. Is ratification of all the passed motions by teleconference legal?

An assembly can only ratify actions that it could have authorized ahead of time, so some of the motions may be subject to ratification while others may not.

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Is ratification of all the passed motions by teleconference legal?

If the bylaws are amended to authorize meeting via teleconference then the board will be able to do anything at a teleconference meeting it can do at a "real" meeting.

But if, by "legal", you mean according to the law (and not just according to your bylaws), you'll have to ask an attorney.

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An assembly can only ratify actions that it could have authorized ahead of time, so some of the motions may be subject to ratification while others may not.

For the purpose of including "ammunition" when presenting my concerns to the national board members about this, would you please give me an example of a teleconferenced motion that can be ratified and another that cannot.

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The fact that the meeting is teleconferenced is immaterial. If the board didn't have the authority to do something it can't ratify that action.

So I will go on the belief that all motions made, seconded and passed by teleconference in the last few years were invalid because teleconferencing is not yet included in the organization's bylaws. Is that correct? I understand that once teleconferencing is addressed in the bylaws it will be right and true for the board to make, second and pass motions.

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So I will go on the belief that all motions made, seconded and passed by teleconference in the last few years were invalid because teleconferencing is not yet included in the organization's bylaws. Is that correct? I understand that once teleconferencing is addressed in the bylaws it will be right and true for the board to make, second and pass motions.

Sounds about right. And, while you're approving teleconferencing, you might want to adopt any special rules needed to make it work. These articles might be helpful: http://www.aipparl.org/pdf/AIPemeet5.PDF

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So I will go on the belief that all motions made, seconded and passed by teleconference in the last few years were invalid because teleconferencing is not yet included in the organization's bylaws. Is that correct? I understand that once teleconferencing is addressed in the bylaws it will be right and true for the board to make, second and pass motions.

Yes assuming that the Board has the authority to do what the motion is suggesting in the first place. For example, the Board cannot amend the bylaws if the bylaws vest that authority solely in the Membership or if the bylaws specify that only the Membership can purchase property the Board cannot buy a plot of land to build a sparkling new clubhouse whether that motion was adopted at a properly called (physical) meeting or one held by teleconference.

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