Attendance at Board Meeting

[Guest helphelpme]

We have an upcoming meeting of our board.   This meeting occurs yearly.  These meetings are held in person.  We have a board member that cannot attend the meeting but wants to be able to vote on items that we will vote on during meeting via video chat.  Our bylaws do not allow for proxy voting (although that is not what is being requested).  The only thing that we have in our documents about these types of meetings is in the application for positions that state that there is an expectation that there will be travel involved while serving as board member and included in list of events is this specific meeting.  The chair of the board has told this member that they will not be allowed to vote as they will not be physically present.  The board member is wanting to challenge the chair's decision to the executive committee.  The EC has very specific job descriptions and reviewing these requests is not among the responsibilities.  Can the chair just tell the member no? Can the member appeal the chair's decision to the full board?

[Josh Martin]

We have an upcoming meeting of our board.   This meeting occurs yearly.  These meetings are held in person.  We have a board member that cannot attend the meeting but wants to be able to vote on items that we will vote on during meeting via video chat.  Our bylaws do not allow for proxy voting (although that is not what is being requested).

 

Absentee voting of any kind is prohibited unless authorized in your bylaws.

 

The board member is wanting to challenge the chair's decision to the executive committee.  The EC has very specific job descriptions and reviewing these requests is not among the responsibilities.

 

Then it seems to me the Executive Committee has no business reviewing the request.

 

Can the chair just tell the member no? Can the member appeal the chair's decision to the full board?

 

Unless your bylaws permit this method of absentee voting, the chair can and should tell the member no. The member won't be able to appeal the chair's decision to the full board because he won't be there. He can get another member to Appeal from the chair's decision, but unless your bylaws permit this method of absentee voting, the board should sustain the chair's ruling because it's correct.

[helphelpme]

This board does vote in between meetings via electronic format (allowed in our bylaws for action between meetings) so can this member appeal the chair's decision to be considered via electronic format? I'm guessing another board member could then move to postpone to have discussion at the actual meeting in which case then this member wouldn't even be able to vote on that motion, correct?

[Josh Martin]

This board does vote in between meetings via electronic format (allowed in our bylaws for action between meetings) so can this member appeal the chair's decision to be considered via electronic format?

 

No, I don't think so, because the chair's "decision" is really just advice at this point. He wouldn't be making a formal ruling on the subject (which would be subject to appeal) until the issue arises at the meeting in question.

[helphelpme]

The chair already told the member no.  The member wants to appeal the decision.  If the member wants to have the board vote to allow the board member to participate and vote on matters before the board via video chat, the chair can't stop the motion from going forward or can the chair rule it out of order as there is no bylaw allowing this type of voting?

[jstackpo]

When the meeting comes along, one possibility is to simply NOT turn on the video chat system at all.  Then the absent member will clearly not be able to (improperly) cast an (improper) absentee vote.

[Guest Edgar]

This board does vote in between meetings via electronic format (allowed in our bylaws for action between meetings) . . . 

 

When the meeting comes along, one possibility is to simply NOT turn on the video chat system at all.  Then the absent member will clearly not be able to (improperly) cast an (improper) absentee vote.

 

If the board is "meeting" (or acting) via video, how can this member be excluded?

[jstackpo]

The O.P. said  --  posting #1  --  that the annual meeting (which seems to be the critical one in which the absentee wants to participate) is held in person.

[Josh Martin]

The chair already told the member no.  The member wants to appeal the decision.  If the member wants to have the board vote to allow the board member to participate and vote on matters before the board via video chat, the chair can't stop the motion from going forward or can the chair rule it out of order as there is no bylaw allowing this type of voting?

 

If a board member makes a motion to permit the board member to participate and vote on matters via video chat, the chair can and should rule the motion out of order. A board member could then Appeal from the decision of the chair, which would then permit the board to decide the matter. Based upon the facts presented, the board should sustain the chair's ruling, as it appears to be correct. The absent member won't be able to do any of this, but another member of the board who is actually present could.

[Guest Edgar]

The O.P. said  --  posting #1  --  that the annual meeting (which seems to be the critical one in which the absentee wants to participate) is held in person.

 

Ah, yes. Sorry about that.

[Thomas Ralph]

No, I don't think so, because the chair's "decision" is really just advice at this point. He wouldn't be making a formal ruling on the subject (which would be subject to appeal) until the issue arises at the meeting in question.

I don't agree that such a ruling would be subject to appeal. Any appeal against the chair's ruling that a member who is not present cannot vote would be out of order as there cannot possibly be two reasonable differing opinions on the matter.

[Josh Martin]

I don't agree that such a ruling would be subject to appeal. Any appeal against the chair's ruling that a member who is not present cannot vote would be out of order as there cannot possibly be two reasonable differing opinions on the matter.

 

I agree that there cannot possibly be two reasonable differing opinions on what RONR says about the subject. It may be that there are two reasonable opinions on what the organization's bylaws say on the subject, especially considering that the bylaws appear to permit absentee voting in some instances.