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A resolution that is binding when signed, even if it hasn't been discussed?

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The following amendment has been proposed to our organization's Bylaws Committee:

"A resolution in writing signed by all Directors of the Association from time to time entitled to vote on that resolution shall be as valid as if the same had been passed at a meeting of the Board."

I have to say that, on the face of it, this seems to me to run contrary to the whole concept of a "deliberative" assembly, if in fact deliberation becomes optional.

Am I being paranoid, or would the above amendment be open to abuse?


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Paranoia is in the mind of the beholder (Hey, who said that? Was it you? Watta you lookin' at??) and any rule is open to abuse. I'd vote against this amendment, and require the Board to pass resolutions the old-fashioned way - you know, motion-debate-vote.

That said, I can't think of anything in RONR off the top of my head that says you can't adopt this amendment, unwise though that might be, unless it conflicts with a higher rule. Bylaws can pretty much say anything, and they supercede RONR. If enough members share your paranoia, it will be defeated.


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But to answer the question, yes, it does violate the fundamental character of the deliberative assembly.

However, it would be in order to move such an amendment to the bylaws, and if adopted, it would supersede the rules in RONR which prohibit such a vote, and as such it would be perfectly correct and enforceable as a rule of your society.

But I can tell you right now that I'd probably be speaking and voting against it's adoption, if I were a member, because I believe that deliberative assemblies make better decisions than isolated people signing pieces of paper. Much better.

But since I'm not a member, it makes no difference what I think.

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