discussion of bylaws during conference call

[Guest Marie]

The bylaws of our organization state that the board of directors has sole authority to change the bylaws.  The membership is rarely, if ever, asked for their input.  I just found out that the board is planning a series of conference calls in order to discuss possible bylaws revisions/changes, so that "no one has to drive to several meetings" and "all we have to do when we meet is vote." This seems a bit shady to me.  I don't know what the bylaws say about conference calls.  If a member asks to see the bylaws, he/she is told that a copy will be provided, but then they are "forgotten" or "someone else is in charge of that".  So, is the board permitted to discuss something as important as bylaws during conference calls?  And can the membership force the board to let them have a say?  We have voted in new board members at election time, but they always seem to get on the bandwagon of the existing board.

[jstackpo]

If you really mean "discuss", with no official business being transacted during the conference call, then this violates no RONR rule.

[Guest Marie]

But if they vote, does that change things?

 

[Guest Nancy N.]

But if they vote, does that change things?

 

Well, Robert's Rules prohibits making any formal, official action outside of a meeting, and pretty much says that meetings transpire in a single room, or the equivalent (see the second bullet point on page 1).  Of course your own bylaws will override what RONR says, so if your bylaws say that conference calls qualify as meetings, then of course your board members can vote in conference-call meetings.  Otherwise, the conference calls are just conversations.

 

Of course I don't mean to derogate conversations.  Conversations are among the best ways that human beings can communicate with each other.  And communicating with each other is a good thing for human beings to do, because otherwise they (okay, reluctantly, we) get lonely.

 

Also communicating by conversing is a good thing for human beings to do because it distracts them (okay, reluctantly, us) from communicating in a more direct, efficient way, like by shooting. (See the first page of A Connecticut Yankee in King Arthur's Court by Mark Twain.)

 

So, if conversation, not official action, is what we're talking about, there is no issue.  Suppose the board members are good friends.  (Implausible to many observers, I know, but please bear up.)  Suppose they get together Thursday evenings for poker and pizza and beer.  (Still not much of a stretch, allowing Hypothesis #1, being friends.  Yes, Dr. Stackpole may look askance, but he is young and dewy-eyed and mistakes his cynicism and misanthropy and sardonicism for sophistication:  look at him at afternoon tea, he sticks his pinky out when holding his teacup.  "Arthritis," he sometimes claims, but at his age?  C'mon.  He's younger than his grandchildren.)  Do we expect that they will not shop-talk about board business?  C'mon, and any reason that they shouldn't?

 

The bylaws of our organization state that the board of directors has sole authority to change the bylaws. ....  So, is the board permitted to discuss something as important as bylaws during conference calls?  And can the membership force the board to let them have a say? 

 

So why shouldn't the board members be permitted to discuss bylaws during conference calls -- or anywhere else?

 

-- Force the board to listen?  Not about changing the bylaws, they can't.

[Josh Martin]

The bylaws of our organization state that the board of directors has sole authority to change the bylaws.  The membership is rarely, if ever, asked for their input.  I just found out that the board is planning a series of conference calls in order to discuss possible bylaws revisions/changes, so that "no one has to drive to several meetings" and "all we have to do when we meet is vote." This seems a bit shady to me.  I don't know what the bylaws say about conference calls.  If a member asks to see the bylaws, he/she is told that a copy will be provided, but then they are "forgotten" or "someone else is in charge of that".  So, is the board permitted to discuss something as important as bylaws during conference calls?

 

The board may only have meetings by conference call if the bylaws so provide, and the board can only vote on the bylaws during a board meeting. Nothing prevents the board from discussing the bylaws via conference call between meetings, but they'll eventually need to meet in person unless your bylaws authorize the board to meet via conference call.

 

And can the membership force the board to let them have a say? And can the membership force the board to let them have a say?  We have voted in new board members at election time, but they always seem to get on the bandwagon of the existing board.

 

If it is correct that your bylaws provide that the board has the sole authority to amend the bylaws, no. You'll have to keep trying to elect board members who are willing to let the membership have a say - better yet, elect board members who are willing to change how the bylaws are amended.

 

But if they vote, does that change things?

 

If the bylaws do not authorize the board to meet by conference call, any vote taken by conference call is null and void.