Conference Calls & Board Meetings

[MissADS08]

I have another question regarding conference calls. Typically in the past we've met as an executive board in a regular face-to-face meeting, two days prior to our organization's meeting. Our executive board largely consists of the officers and any committee chairs who have a report to give, etc. Lately, we have been asked to have our board meetings as conference calls as opposed to face-to-face. As a matter of fact, since February this year, they have all been conference calls.

What are your opinions on this subject? I feel like we need to adopt some kind of protocol for when it's appropriate to have conference calls. I personally don't like them because I feel like the agenda is being pushed through, discussion suffers due to the nature of the meeting, you can't tell if anyone has unreadiness about a topic, etc. Oftentimes I myself have wanted to offer an opinion about a subject and made several attempts to cut in but couldn't be heard once. Shouldn't we be allowed to discuss as a group when we feel it's appropriate to have a conference call in the first place? I'm thinking inclimate weather is a good reason. But otherwise, I feel like you sacrifice a lot by not meeting face to face.

Also, can a president just make a regular board meeting like this a conference call whenever they want without consulting the board first? I feel like these calls are pushed on us without our opinion being asked of us and there has yet to be any real discussion yet regarding this topic all together.

[Trina]

Unless these conference call meetings are authorized in the bylaws, they are invalid, plain and simple.

'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, ... a single official gathering in one room or area -- of the assembly of its members at which a quorum is present.' (RONR 11th ed. p. 97 ll. 9-14)

Your post, incidentally, points out some of the inherent problems with this type of meeting, and the reason that RONR advises that additional rules should be adopted by any organization choosing to conduct meetings in this manner.

[Gary Novosielski]

I have another question regarding conference calls. Typically in the past we've met as an executive board in a regular face-to-face meeting, two days prior to our organization's meeting. Our executive board largely consists of the officers and any committee chairs who have a report to give, etc. Lately, we have been asked to have our board meetings as conference calls as opposed to face-to-face. As a matter of fact, since February this year, they have all been conference calls.

What are your opinions on this subject? I feel like we need to adopt some kind of protocol for when it's appropriate to have conference calls. I personally don't like them because I feel like the agenda is being pushed through, discussion suffers due to the nature of the meeting, you can't tell if anyone has unreadiness about a topic, etc. Oftentimes I myself have wanted to offer an opinion about a subject and made several attempts to cut in but couldn't be heard once. Shouldn't we be allowed to discuss as a group when we feel it's appropriate to have a conference call in the first place? I'm thinking [inclement] weather is a good reason. But otherwise, I feel like you sacrifice a lot by not meeting face to face.

Also, can a president just make a regular board meeting like this a conference call whenever they want without consulting the board first? I feel like these calls are pushed on us without our opinion being asked of us and there has yet to be any real discussion yet regarding this topic all together.

Sorry to bear bad tidings, but If your bylaws do not expressly allow for such meetings, then everything you've done since February has been null and void. Oooh. Rules won't be enough. It has to be in the bylaws.

And the president can do virtually nothing on her own initiative.

[MissADS08]

And the president can do virtually nothing on her own initiative.

That's what I was thinking!! ...so everything we've done over conference call doesn't count. Very interesting. Wonder how you go about fixing months of that. The more important thing is this - and coincidentally, this is up for discussion on our conference call this Thursday - should, then, the president request of the group first for permission to hold a meeting by conference call? As secretary, I'm automatically put on the By-Laws Committee in our organization and I got an e-mail about this recently asking my opinion on it. Apparently they are now going to put conference calls in the By-Laws and some rules have been developed on how to vote on a conference call, etc. But I told them I think some protocol should be developed as to when it's appropriate to have a conference call in the first place - which the only reason I can think of is inclimate weather. It's not like we live all over the country, we're all mainly in the same city. Can we insist that such protocol be created?

[jstackpo]

ADS08 Sed:

"Wonder how you go about fixing months of that."

That, compared to your other problems, is an easy one: at your next in person meeting, present a series of motions to ratify the actions taken as a result of the decisions reached at the improper conference call "meetings". And, one can only hope, adopt them! But first go read pp. 124-5 carefully and slowly to be sure you get all the details right.

Next send me your e-mail (if you want to) via the (new) messenger service on this board and I'll ship you some documents to help your next project.

[MissADS08]

@JD - thanks for the advice, on the hunt for that info now...

[MissADS08]

Sorry to bear bad tidings, but If your bylaws do not expressly allow for such meetings, then everything you've done since February has been null and void. Oooh. Rules won't be enough. It has to be in the bylaws.

Our Exec. Board, as I'm sure most other Exec. Boards operate, makes recommendations to the Body. Even though the actions taken on the conference calls by the Board are null and void now, if the recommendations were made to the Body and then the Body consequently voted and adopted them, do those actions remain valid actions? I'm thinking they do, but not sure.

[MissADS08]

These were the new "rules" sent out to the Board for tomorrow's conference call:

Rules for Thursday Night’s Conference Call

1. Members shall state their names when they join the meeting.

2. The secretary will conduct a roll call.

3. When seeking recognition, members will address the chair and state their names.

4. During debate, the chair shall ensure members have the opportunity to speak on any motion.

5. The motion for the previous question shall not be permitted until the chair determines if all who wish to speak one time have had the opportunity.

6. When verifying a vote or taking a two-thirds vote, the vote shall be by polling.

7. Members shall minimize external distractions.

8. Members who use cell phones will ensure they are in an area with a strong signal and good reception.

9. Members who leave the meeting prior to the end of the meeting must inform the chair of their departure. A member who must leave may interrupt to inform the chair, but may not interrupt any member who is speaking.

.....

Should we not also have some rules in place for how the president should go about calling a conference call meeting / what circumstances are appropriate for having a conference call? I just don't think it should be the preferred way to meet, especially when everyone is in close proximity to each other.

[g40]

In my opinion, those rules are irrelevant because, apparently, your bylaws do not allow such meetings by conference call. Merely sending out "rules" makes no difference.

Your organization (or at least the folks who run it) seem to want to just make up the rules as they go and not follow bylaws, Robert's Rules or any other proper rules. ,

[Trina]

Our Exec. Board, as I'm sure most other Exec. Boards operate, makes recommendations to the Body. Even though the actions taken on the conference calls by the Board are null and void now, if the recommendations were made to the Body and then the Body consequently voted and adopted them, do those actions remain valid actions? I'm thinking they do, but not sure.

If by 'the Body' you mean the general membership of the organization, then, yes, the actions of that Body remain valid -- assuming those actions were properly taken at regular in-person meetings.

[MissADS08]

If by 'the Body' you mean the general membership of the organization, then, yes, the actions of that Body remain valid -- assuming those actions were properly taken at regular in-person meetings.

Yes - those were regular meetings.

[MissADS08]

In my opinion, those rules are irrelevant because, apparently, your bylaws do not allow such meetings by conference call. Merely sending out "rules" makes no difference.

Your organization (or at least the folks who run it) seem to want to just make up the rules as they go and not follow bylaws, Robert's Rules or any other proper rules. ,

Right, they are certainly invalid at this point. However, there's a by-laws committee (which I am by default a part of), which is attempting to put the right to have conference calls in the by-laws. I guess this committee had an e-meeting? The chair said she accidentally left me out of the original e-mail to the group. She forwarded me the proposed by-law changes (some which were mandated by our corporate headquarters, others which involve this topic). I did express my concerns on the subject, as expressed in this forum, and I haven't heard a reply back to that e-mail yet.

I have a feeling that those recommendations from the by-law committee are still going to be presented at the conference call exec. board meeting tomorrow. If so, what can I do to properly state that the committee did not vote/therefore agree on any such recommendation? Also, can I simply insist that we not have conference calls at this point, since it's not in our by-laws yet?

[Marvin]

In my opinion, those rules are irrelevant because, apparently, your bylaws do not allow such meetings by conference call. Merely sending out "rules" makes no difference.

Your organization (or at least the folks who run it) seem to want to just make up the rules as they go and not follow bylaws, Robert's Rules or any other proper rules. ,

Point of Order.

I have sat on the back row for too long, it's time to speak up.

My state law reads:

Conference calls:

"( Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting."

Proxies.

"(a) Unless the articles of incorporation or bylaws provide otherwise, a member entitled to vote may vote in person or by proxy."

Conduct of the meeting.

"( The chairperson, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of business and has the authority to establish rules for the conduct of the meeting."

Your State laws may differ, you need to read YOUR state laws first.

I can only suggest that you read more than Roberts Rules before speaking too loudly.

[Dan Honemann]

Point of Order.

I have sat on the back row for too long, it's time to speak up.

My state law reads:

Conference calls:

"( Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting."

Proxies.

"(a) Unless the articles of incorporation or bylaws provide otherwise, a member entitled to vote may vote in person or by proxy."

Conduct of the meeting.

"( The chairperson, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of business and has the authority to establish rules for the conduct of the meeting."

Your State laws may differ, you need to read YOUR state laws first.

I can only suggest that you read more than Roberts Rules before speaking too loudly.

Well, if the bylaws of your organization adopt RONR as your organization's parliamentary authority in the manner recommended by RONR, then, in each of these instances, your bylaws "provide otherwise".

[Guest Edgar]

I have sat on the back row for too long, it's time to speak up.

On the other hand, you might want to sit a little bit more.

[Josh Martin]

I guess this committee had an e-meeting?

E-meetings are also invalid unless authorized by your Bylaws (I take it from your previous posts that the Bylaws Committee is established in the Bylaws, but let me know if I'm wrong, since the answer is a little different for committees created by some other means).

If so, what can I do to properly state that the committee did not vote/therefore agree on any such recommendation?

See RONR, 11th ed., pg. 98, lines 21-24.

Also, can I simply insist that we not have conference calls at this point, since it's not in our by-laws yet?

Can and should, yes.

Point of Order.

I have sat on the back row for too long, it's time to speak up.

My state law reads:

Conference calls:

"( Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting."

Proxies.

"(a) Unless the articles of incorporation or bylaws provide otherwise, a member entitled to vote may vote in person or by proxy."

Conduct of the meeting.

"( The chairperson, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of business and has the authority to establish rules for the conduct of the meeting."

I think you should take a look at RONR, 11th ed., pg. 429, lines 10-14; pg. 580, footnote.

Your State laws may differ, you need to read YOUR state laws first.

Well, it would probably be more productive if MissADS08 read her state laws on the subject or consulted someone familiar with them (such as a lawyer). What is said in g40's state laws will not be relevant to this subject unless, by some chance, he lives in the same state as the original poster.

I can only suggest that you read more than Roberts Rules before speaking too loudly.

There is no need for anyone but the original poster to read anything but Robert's Rules when discussing this question, as discussion of anything other than Robert's Rules is beyond the scope of this forum. The point that the original poster should see if there are any provisions in her state's laws on this subject which are applicable to her organization is well taken, but the rest of what you have said is a bit off-base.