Violation: Email voting

[Jason H]

Our organization follows the latest edition of Robert's Rules and operates with a small, nine member board and about 150 members. In the past, discussion of board voting by email has taken place, and it was made clear that email voting was not allowed (our bylaws do not include provisions for electronic meetings.)

 

Recently, our Ways and Means chairman requested a check for funds outside of a meeting. The chairman escalated this request to "urgent," although it would have been entirely possible to disperse the funds at our next regularly scheduled meeting.

 

Nonetheless, our president initiated an email vote from the board members. At least one board member reminded everyone that it was a clear violation to hold this "electronic meeting" and voting in this fashion was not allowed.

 

Our president proceeded to contact other board members (by email and telephone) until a majority of votes in the affirmative were accumulated. At such time, the president instructed the treasurer to provide the check, and the action was taken.

 

The next board meeting is Monday. I assume this action will have to be "ratified?"

There's little doubt that the motion would have received a majority vote if it had been done at a properly scheduled meeting.

 

If this action can be "ratified," what prevents our board from holding illegal meetings and votes in the future??

 

Thanks,

Jason

[Dan Honemann]

Nothing, (so long those who take such action without proper authority are willing to run the risk that it will not be ratified).

[David A Foulkes]

If this action can be "ratified," what prevents our board from holding illegal meetings and votes in the future??

 

Elections?    You might also take a look at FAQ #20.

[Chris Harrison]

Maybe if the President is removed from office for dereliction of duty by refusing to enforce the rules (allowing the absentee voting even though he was informed the bylaws and RONR don't permit it) and intentionally violating the rules (actually facilitating the improper absentee voting even though he was informed doing so was improper) the Board members will get the message lest they be the target next time.

[Jason H]

Nothing, (so long those who take such action without proper authority are willing to run the risk that it will not be ratified).

What happens if the action is not ratified?

[Guest Nancy N.]

What happens if the action is not ratified?

 

You have some money missing from the treasury, which the responsible persons -- perhaps I should say, certain irresponsible persons -- need to account for.

[Dan Honemann]

What happens if the action is not ratified?

 

Ask a lawyer.

[Guest Edgar]

What happens if the action is not ratified?

 

That doesn't appear to be your problem. If a majority of the board members agrees to act outside of a proper meeting then that same majority is sure to ratify their actions when the board meets. If you don't like that you'll need to elect new board members (as suggested).

 

Note, too, that the treasurer could have refused to write the check since it hadn't been properly authorized by the board (i.e. at a meeting of the board). Assuming such authorization was needed.

[Jason H]

Note, too, that the treasurer could have refused to write the check since it hadn't been properly authorized by the board (i.e. at a meeting of the board). Assuming such authorization was needed.

 

Indeed, and maybe rather "the treasurer should have refused."