Electronic board meetings

[Guest Catherine]

I have read in this forum that electronic voting, such as via e-mail, is allowable as long as it is specifically allowed by the by laws. I have been asked to revise bylaws to allow for regular board meetings to be conducted via "conference call, e-mail chat, video conferencing or other electronic means". Does it follow that if electronic voting is allowed in bylaws that an entire board meeting could be conducted by electronic means? It makes sense to me that participation by members unable to attend a meeting could participate via conference call or video conference, especially to establish a quorum, but I wonder about an entire meeting. Would procedures for recognizing a speaker in the debate on a motion need to be specified in the bylaws, or separately as a matter of policy? Thank you for any comments.

[Guest Edgar]

Does it follow that if electronic voting is allowed in bylaws that an entire board meeting could be conducted by electronic means?

No. When it comes to changing such a fundamental principle as requiring members to be present, nothing automatically "follows" anything.

Would procedures for recognizing a speaker in the debate on a motion need to be specified in the bylaws, or separately as a matter of policy?

You would want the basics in the bylaws but the details (which might be subject to more frequent change) could be in the standing rules of your organization.

As you may have learned from previous threads on this subject, you're treading on thin ice. Not that it can't (or even shouldn't) be done, just that it requires considerable care. Think of it as throwing away a life-preserver (from the USS RONR) and saying, "It's okay, we know how to swim". You may be back here in a few months saying, "We're drowning! What do we do now?"

[Gary Novosielski]

I have read in this forum that electronic voting, such as via e-mail, is allowable as long as it is specifically allowed by the by laws. I have been asked to revise bylaws to allow for regular board meetings to be conducted via "conference call, e-mail chat, video conferencing or other electronic means". Does it follow that if electronic voting is allowed in bylaws that an entire board meeting could be conducted by electronic means? It makes sense to me that participation by members unable to attend a meeting could participate via conference call or video conference, especially to establish a quorum, but I wonder about an entire meeting. Would procedures for recognizing a speaker in the debate on a motion need to be specified in the bylaws, or separately as a matter of policy? Thank you for any comments.

You could handle the details as special rules of order, but yes, you would need all those rules and possibly more, since virtually everything in RONR presumes that meetings are held in one room, and will be of little or no help in situations where that assumption leads to contradictions and ambiguities.

Just one example: How will you define a quorum, which RONR defines as the number which must be "present"? If everyone is on e-mail, nobody is present. Even things like calling a meeting to order, adjourning, postponing, voting, raising points of order, rulings from the chair, appeals from rulings, and a host of other procedural situtations are going to cause you no end of trouble, and we won't be able to help.