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bylaws don't permit online meeting-votes occurred.. now what?


CameronR

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Hi

Our bylaws don't allow for an electronic meeting but do allow for conference calls (they don't specifically state you cannot have an online meeting; online meetings simply aren't mentioned). We use an online platform (Central desktop) which is a member only section, and all posters and participants have to pass a security check to obtain access. Several motions have been placed on this platform, seconded, debated (albeit online) with a specified time that debate shall end, and then voted on. This all "seems" to be ok and nobody is contesting what the group has done. My question is, are the results of this vote legitimate? While I've read RONR 10 and 11 regarding electronic meetings etc, the only thing I can find that relates to my situation is in RONR in Brief on page 122, answering FAQ question 19, that personal approval does not consitute a Board meeting and actions must be ratified at the next regular Board meeting to become official. Further to that, if a vote happens today, but the Board doesn't meet until next month, can the Board say a motion has passed or must it wait until the regular meeting occurs to state a motion has been carried or defeated?

Just as an aside, our bylaws are being rewritten and will address these issues. For now though, I need to know where things stand.

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Hi

Our bylaws don't allow for an electronic meeting but do allow for conference calls (they don't specifically state you cannot have an online meeting; online meetings simply aren't mentioned). We use an online platform (Central desktop) which is a member only section, and all posters and participants have to pass a security check to obtain access. Several motions have been placed on this platform, seconded, debated (albeit online) with a specified time that debate shall end, and then voted on. This all "seems" to be ok and nobody is contesting what the group has done. My question is, are the results of this vote legitimate? While I've read RONR 10 and 11 regarding electronic meetings etc, the only thing I can find that relates to my situation is in RONR in Brief on page 122, answering FAQ question 19, that personal approval does not consitute a Board meeting and actions must be ratified at the next regular Board meeting to become official. Further to that, if a vote happens today, but the Board doesn't meet until next month, can the Board say a motion has passed or must it wait until the regular meeting occurs to state a motion has been carried or defeated?

Just as an aside, our bylaws are being rewritten and will address these issues. For now though, I need to know where things stand.

Doesn't what is said in RONR (11th ed.) on page 97, lines 9-14, answer your question?

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HI Dan

Yes, it does, but I think what I'm really getting at is what is the most appropriate way to make what the Board feels it has passed legal? Everyone on the Board is happy with the motions they think they've carried. I'm external to this Board and am the only person who's concerned.

As a practical matter, if there are no complaints there is no problem. However, to be technically correct (and keep on the safe side), the board should ratify these actions at its next legitimate meeting.

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