Allowing a committee to meet electronically

[Sean Hunt]

I'm unclear about the exact meaning of p. 98 ll. 21-28. Does an assembly's power to authorize committees to meet electronically exist even when the bylaws make no reference to electronic meetings? If so, what is to prevent an assembly from appointing its entire membership to a committee, empowering that committee with its own full authority, and authorizing that committee to meet electronically, so as to skirt the requirement that a bylaw is necessary?

[Shmuel Gerber]

I'm unclear about the exact meaning of p. 98 ll. 21-28. Does an assembly's power to authorize committees to meet electronically exist even when the bylaws make no reference to electronic meetings? If so, what is to prevent an assembly from appointing its entire membership to a committee, empowering that committee with its own full authority, and authorizing that committee to meet electronically, so as to skirt the requirement that a bylaw is necessary?

In answer to your last sentence: Common sense and an instinct for self-preservation.

[Sean Hunt]

In answer to your last sentence: Common sense and an instinct for self-preservation.

An assembly that is responsible only to itself doesn't have much incentive in the way of self-preservation, I think.

[alanh49]

Well the assembly can't give said committee the power to elect officers or amend the bylaws except by amending the bylaws.

[Larry Cisar]

"Does an assembly's power to authorize committees to meet electronically exist even when the bylaws make no reference to electronic meetings?" Yes, if the committee is established by the assembly and not the bylaws. Page 98, ll 21-28 are very simple to read.

[Trina]

In answer to your last sentence: Common sense and an instinct for self-preservation.

Well, I doubt it. At least when applied to the small boards I have participated in. The desire to conduct business by e-mail -- and a failure to understand why there is any problem at all with doing so -- comes up once or twice every year (usually when something urgent comes up in between meetings). Having a clear prohibition in RONR to point to is at least somewhat helpful in countering these suggestions.

This idea of appointing a committee with full membership and power, and giving themselves the right to meet electronically, would be welcome to many of the members I have encountered (that's assuming they were sufficiently interested in reading RONR to track down the reference ).

On reading scshunt's initial post, I hoped that the power to establish a committee with the authority to meet electronically applied only to the parent assembly (usually the general membership), and that boards might not be allowed to do this (perhaps on the same principle that prevents a board from delegating its own power to a committee, unless expressly permitted to do so by the bylaws, or by instructions from the parent assembly). However, the language on p. 98 doesn't appear to contain any such restriction.

Perhaps that principle is the saving grace, though -- the board can appoint a committee consisting of all its members, and the motion setting up the committee can give the committee the right to meeting electronically. However, if the board cannot actually delegate its powers to act to the committee, the committee can't actually get into too much mischief with its electronic meeting rights.

What the general membership can do with the language on p. 98 is another question.

This was the earlier thread I was thinking of, with regard to delegation of powers to a committee: