Custom

[Guest Maggie]

We are a small Club. We have been operating for at least two years as Custom that phone conference calls were accepted practice to conduct board meetings. It's recorded in minutes numerous times to schedule the next meeting via conference call for a date with no objections. Our club is now in termoil and a board member with a grevience is now stating that we cannot conduct meetings via conference call and anything we did previously is not valid in these types of meetings. If theis has been an accepted Custom for the club is there an issue?

[Guest Edgar]

If this has been an accepted Custom for the club is there an issue?

Yes, a rather large issue I'm afraid.

[J. J.]

We are a small Club. We have been operating for at least two years as Custom that phone conference calls were accepted practice to conduct board meetings. It's recorded in minutes numerous times to schedule the next meeting via conference call for a date with no objections. Our club is now in termoil and a board member with a grevience is now stating that we cannot conduct meetings via conference call and anything we did previously is not valid in these types of meetings. If theis has been an accepted Custom for the club is there an issue?

Your custom violated a [presumably] adopted rule falls to the ground, see p. 19

[Gary c Tesser]

I suggest that ...

Hmm.

[Gary c Tesser]

If the organization does not have any other formal mechanism for scheduling meetings, then I venture that an in-person meeting might very well be unquestionably legitimate, even if it were set up by e-mail, phone call, conference call, or chat by happenstance encounter at the deli counter.

[Trina]

We are a small Club. We have been operating for at least two years as Custom that phone conference calls were accepted practice to conduct board meetings. It's recorded in minutes numerous times to schedule the next meeting via conference call for a date with no objections. Our club is now in termoil and a board member with a grevience is now stating that we cannot conduct meetings via conference call and anything we did previously is not valid in these types of meetings. If theis has been an accepted Custom for the club is there an issue?

If board meetings via conference call are not specifically authorized in your bylaws, then your custom of holding the meetings in that manner falls to the ground when challenged. All actions taken at the improper meetings can indeed be challenged after the fact. However, the board does have the option of ratifying past decisions (such ratification must take place at a proper in-person meeting, of course).

If the process of meeting via conference call worked well for the organization, you may want to consider amending the bylaws to allow it in the future. And be sure to write in the details of procedure (since you've been doing it for two years, your group should have some insight into what additional rules you need to make such meetings fair and productive -- be sure to include those rules if/when you amend the bylaws).

edited: to add the underlined phrase (as suggested by Mr. Foulkes' post)

[David A Foulkes]

If the process of meeting via conference call worked well for the organization, you may want to consider amending the bylaws to allow it.

Though just to be clear for Guest_Maggie, while this would work well for the future, it still does not retroactively validate past actions taken when teleconferencing was not authorized, which as you have noted could still be challenged. I think doing so for the sake of doing so (challenging, that is) is not the best approach unless any of those actions are deemed to be harmful or erroneous. It could very well be that all the decisions made over the years have been good ones, in which case it would perhaps be best to move forward. I'm not sure what the member's grievance is, or how it figures into the equation.

[Guest Maggie]

Thank you so much everyone for your insight.

[Gary Novosielski]

It could very well be that all the decisions made over the years have been good ones, in which case it would perhaps be best to move forward.

I think it would be safer to explicitly ratify (at a proper meeting) the actions taken at the arguably improper meetings and thereby put the matter to rest, rather than leave open the possibility that someone might or might not challenge them at some point in the future, depending on how they're feeling that day.

[David A Foulkes]

I think it would be safer to explicitly ratify (at a proper meeting) the actions taken at the arguably improper meetings and thereby put the matter to rest, rather than leave open the possibility that someone might or might not challenge them at some point in the future, depending on how they're feeling that day.

Yes, that's a safer approach. But would that require a separate motion/vote to ratify each and every action taken over the 2+ years of teleconference meetings?

[J. J.]

Yes, that's a safer approach. But would that require a separate motion/vote to ratify each and every action taken over the 2+ years of teleconference meetings?

Without objection, one motion could do it. A special rule could be adopted to permit it, if there is an objection.

[Gary Novosielski]

Yes, that's a safer approach. But would that require a separate motion/vote to ratify each and every action taken over the 2+ years of teleconference meetings?

I woudn't think so.

I think

RESOLVED that all business transacted during the teleconference meetings of this body from <start date> through <end date>, as recorded in the minutes thereof, is hereby ratified.

would do the trick.