Modern Technology and RROO

[Guest MarkH]

Welcome to the modern world, I guess...

 

Our by-laws exclude proxy voting.  They also provide procedure on telephonic or remote attendence, provided that the remote person can be heard and hear so as to interact, with the intent of the remote person(s) attending as if they were there in person.

 

The question came up yesterday wherein during a Q&A session with our manager, a member of the board leapt up and shouted that another board member had texted a statement for the manager.

 

I objected to this as a violation of ban on proxies, and the response that came back was that it wasn't a vote.  I continued to object on the violation of the remote meeting provisions, since the board member had not participated and had not been listening in, which was borne out by the first member admitting that there were no questions in the text message, just a statement only in part related to the Q&A session purposes.

 

Was I correct in my objections?  If you were chair, how would you have ruled?

[jstackpo]

If this was really a "Q&A session with our manager", it doesn't sound like a business meeting at all - a meeting convened with a standard order of business with the (presumed) intent of making (majority) decisions of one sort or another.

 

Since - I'll presume - this was not a business meeting, RONR has nothing to say about how you comport yourselves.

[Gary Novosielski]

Well, it's not a proxy, which would apply to a vote.  It sounds like an only partially related text message.  Do you have any rules against people sending or receiving text messages during a meeting (if this is, in fact a meeting?)  If it weren't for the member leaping and shouting (an apparent breach of decorum), would anyone even have known that he was texting during the meeting?  Would anyone care?

 

It doesn't sound like you're on very firm ground here.  And since the chair ruled against you and no appeal was made, you probably have your answer.

[Guest MarkH]

The Q&A is part of the Manager's Report to the Board; he presents it and what has been happening without interruption, and at the end of his report, the board members can submit questions on matters in the report by raising theirs hands to be recognized  by the chair.   Q&A is handled as if it were debate, but without pro/con determinations.   

At the end of Q&A, any necessary votes are taken by the board, if the need is determined, or matters are referred to comittee as needed.

The particular issue engaged was one that was due for a vote later (which ended with an appeal of the decision of the chair, a dilatory call of the question roll call vote followed by a similar dilatory roll call vote on a resolution that ended up being tabled because the substitute motion that caused the appeal of the decision of the chair had been ruled out of order because while it was the same topic it did not address the exact same issue [deal with a specific incident now versus establish a policy on how to handle this type of situation now and in the future]) and the motion being tabled due to time constraints at the meeting location.

 

As several of the members, self included, travel in excess of 300 miles to attend these meetings, determination of the validity of proxy participation in this manner is of interest; in this particular instance, however, the remote member (who lives one mile from the meeting site) was not actively involved in the discussion and simply wanted to make a statement that was only marginally relevant to the Q&A content.  Effectively, he simply wanted the board to know how he would vote if he were there, but could not participate in person or by phone to make the vote legitimate.

So I guess the appropriate question would be:

With a "no proxy voting" rule in place in the by-laws, and a specific set of instructions laid out for telephonic or internet linkage to allow a minimum two-way participation and not be via proxy, is it proper and appropriate for a member to send a text message to specific board members and have it read aloud if not in attendance and not following the established rules for remote participation established in the organization's by-laws?

[Guest MarkH]

The chair did not rule due to the confusion of the issue and the withdrawal of the member request to read the text; the member receiving the text several minutes later read it as if it were her own statement, then revealed what she had done after the fact when she realize no question had been asked in the text.

[Chris Harrison]

is it proper and appropriate for a member to send a text message to specific board members

Nothing in RONR would say it is inappropriate and unless your rules prohibit the reading of statements I would view the situation as the member requesting to read papers (see next response for more details).

 

and have it read aloud

The member would need to request permission to read the statement.  See RONR pp. 298-299.