Who is privy to current discussions by the Board of Directors?

[Guest Josh L.]

Our Board of Directors is currently engaged in a discussion (by group email) that eventually involved parliamentary procedures and RONR being cited on several occasions on how we should proceed. A member of the Board has asked if we can have our bylaws committee chairperson be privy to our discussions. I'm struggling with finding if that is allowed and if allowed, what level their participation may be (can't bring motions, can't vote, can't be involved in the discussion but just monitor, etc.). Please cite RONR with your answer.

[Chris Harrison]

The Board can allow whoever they want to "attend" their meetings (although per RONR pp. 423-424 voting by email or by any other form of absentee voting is not allowed unless the bylaws specifically provides for that form of absentee voting). The nonmember however has no rights under RONR to participate though the rules can be suspended (by 2/3 vote) to permit him to make motions, enter into debate, or address the assembly when no question is pending (only requires a majority vote) but under no circumstances can a nonmember vote (RONR p. 263 ll. 18-24 and footnote). Also, see RONR p. 648 ll. 11-14.

[Dan Honemann]

Our Board of Directors is currently engaged in a discussion (by group email) that eventually involved parliamentary procedures and RONR being cited on several occasions on how we should proceed. A member of the Board has asked if we can have our bylaws committee chairperson be privy to our discussions. I'm struggling with finding if that is allowed and if allowed, what level their participation may be (can't bring motions, can't vote, can't be involved in the discussion but just monitor, etc.). Please cite RONR with your answer.

Let's begin with this cite (RONR, 11th ed., p. 98, ll. 11-19):

"It is important to understand that, regardless of the technology used, the opportunity for simultaneous aural communication is essential to the deliberative character of the meeting. Therefore, a group that attempts to conduct the deliberative process in writing (such as by postal mail, e-mail, "chat rooms," or fax)—which is not recommended—does not constitute a deliberative assembly. Any such effort may achieve a consultative character, but it is foreign to the deliberative process as understood under parliamentary law."

[Guest Josh L.]

As you can tell, this is not an official meeting as we are spread into nine different segments of the country. It has become our practice to discuss Board matters and take votes this way but it never occurred to me that we may have to make sure our bylaws accomodate this type of interaction. This was already in place when I became a Board member and I just accepted it. It seems now our own communications may be in question, rather than who is allowed to be privy to those discussions. Josh L.

[Trina]

As you can tell, this is not an official meeting as we are spread into nine different segments of the country. It has become our practice to discuss Board matters and take votes this way but it never occurred to me that we may have to make sure our bylaws accomodate this type of interaction. This was already in place when I became a Board member and I just accepted it. It seems now our own communications may be in question, rather than who is allowed to be privy to those discussions. Josh L.

That sounds like an accurate summary.

[Rev Ed]

The Board, by majority vote, can allow anyone in on any discussions. By default only Board members are allowed to discuss an issue, but the Board can still vote to make it clear if need be.

[Guest Edgar]

It seems now our own communications may be in question . . .

Probably not unless yours is some sort of public (i.e governmental) body subject to so-called "sunshine" or "open meeting" laws.

Otherwise, board members can send e-mail messages among themselves to their hearts' content and anyone else they (or any one of them) choose to include is welcome to join in the exchange since, as you note, there is nothing official about any of this.

[Guest Edgar]

By default only Board members are allowed to discuss an issue . . .

Via e-mail? Sez who?

[Trina]

Probably not unless yours is some sort of public (i.e governmental) body subject to so-called "sunshine" or "open meeting" laws.

Otherwise, board members can send e-mail messages among themselves to their hearts' content and anyone else they (or any one of them) choose to include is welcome to join in the exchange since, as you note, there is nothing official about any of this.

Yes, on the unofficial discussion. However, note that Josh L. says:

As you can tell, this is not an official meeting as we are spread into nine different segments of the country. It has become our practice to discuss Board matters and take votes this way but it never occurred to me that we may have to make sure our bylaws accomodate this type of interaction

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