Guest Larry Hodges Posted January 27, 2015 at 05:59 AM Report Share Posted January 27, 2015 at 05:59 AM I'm on a nine-person board of directors. The chair of the board says that we should not discuss substantive issues by email, arguing that they should only take place in official meetings, saying "...strategic discussions of the board should take place in the context of a meeting with full transparency." Another believes there's nothing wrong with the board having thoughtful email discussions on these issues before we get to official meetings, which are usually monthly teleconferences. There's nothing in our bylaws on this, and I don't see anything in Robert's Rules. So who's right? Link to comment Share on other sites More sharing options...
jstackpo Posted January 27, 2015 at 06:19 AM Report Share Posted January 27, 2015 at 06:19 AM Have you looked in RONR, 11th Edition << http://www.robertsrules.com/book.html >> , page 97? Do your bylaw authorize electronic meetings of any kind, including "teleconferences"? Perhaps the corporate law of your state of incorporation allows something. You can certainly carryout informal discussions of issues vie e-mail, or phone conversations, or texting, (or carrier pigeon), but you cannot do official business by any of these means (they all involve absentee voting on decisions, which is not proper - p. 423) unless authorized in bylaws. Link to comment Share on other sites More sharing options...
Guest Guest Posted January 27, 2015 at 06:26 AM Report Share Posted January 27, 2015 at 06:26 AM Have you looked in RONR, 11th Edition << http://www.robertsrules.com/book.html >> , page 97? Do your bylaw authorize electronic meetings of any kind, including "teleconferences"? Perhaps the corporate law of your state of incorporation allows something. You can certainly carryout informal discussions of issues vie e-mail, or phone conversations, or texting, (or carrier pigeon), but you cannot do official business by any of these means (they all involve absentee voting on decisions, which is not proper - p. 423) unless authorized in bylaws. I have an older version that's been sitting on my shelf for many years - the "Modern Edition" from 1989 (yikes!). I just ordered the 11th edition, and look forward to seeing page 97. Appreciated. Link to comment Share on other sites More sharing options...
jstackpo Posted January 27, 2015 at 07:29 AM Report Share Posted January 27, 2015 at 07:29 AM If your "Modern Edition" is like mine (which I can't find), it is actually a reprint of the 1915 ed. of R's Rules, with, as I recall, some commentary. Not much Internet and e-mail usage back then. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 28, 2015 at 02:07 PM Report Share Posted January 28, 2015 at 02:07 PM I'm on a nine-person board of directors. The chair of the board says that we should not discuss substantive issues by email, arguing that they should only take place in official meetings, saying "...strategic discussions of the board should take place in the context of a meeting with full transparency." Another believes there's nothing wrong with the board having thoughtful email discussions on these issues before we get to official meetings, which are usually monthly teleconferences. There's nothing in our bylaws on this, and I don't see anything in Robert's Rules. So who's right? It's fine as long as your group is not subject to state statute or code (Sunshine Laws) that might supersede your bylaws or RONR. We'd have no way of knowing if that was the case, and it would be a legal question anyway, and we don't do those. Link to comment Share on other sites More sharing options...
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