Telecommunications

[Guest Susan]

Our bylaws state that our board of directors or organization committees may hold a telecommunications meeting if all members of the board or committee can simultaneously communicate together. The board,acting as the bylaws committee, recently invited all members to a phone conference to vote on two bylaw amendments. When the vote was called, each member was asked to unmute their phone lines for a voice vote. Is this acceptable with our current bylaws? The question was asked re: the current bylaws on telecommunications, however it was not taken up prior to the vote. Thank you.

[Hieu H. Huynh]

The details for conducting an electronic meeting, including methods for taking and verifying votes, would have to be in your rules.

[Richard Brown]

I agree with Hieu, but it seems to me that if the bylaws authorize meetings via telephone conference call, that meetings pretty much by definition might involve voting and that voting in such a meeting would be appropriate.   As to the details of how that voting is done, it is up to your organization to work that out.  In my personal experience, it is generally done by means of a roll call vote unless there is unanimous consent to adopting a motion.  The important thing is that the presiding officer and the members both have confidence in the vote result.

[Transpower]

If a simple majority is required for a particular vote, asking for "ayes" and "noes" should suffice.  If a 2/3 majority is required for a particular vote, then a roll call vote, asking for "yeas" and "nays," would be appropriate.  I don't understand why one ever "mute" their phone line....

[Richard Brown]

If a simple majority is required for a particular vote, asking for "ayes" and "noes" should suffice.  If a 2/3 majority is required for a particular vote, then a roll call vote, asking for "yeas" and "nays," would be appropriate.  I don't understand why one ever "mute" their phone line....

People (or the chairman) mute the phones because on a conference call with a lot of people all of the background noise can become very distracting.  There are phones ringing, dogs barking, heavy breathing, kids playing, noises from other family members, feedback from people not using headsets... the list goes on and on.  If a dozen or so people are all doing that it can become extremely distracting.  I believe it is common practice to mute microphones (and phones) when on conference calls with a lot of people.... and sometimes on calls with a very few people.

 

The roll call vote is done because in teleconferences it can be very hard to judge the number of yeas and nays with a standard voice vote, especially when some people have bad equipment or voice actuated microphones. 

[Shmuel Gerber]

Our bylaws state that our board of directors or organization committees may hold a telecommunications meeting if all members of the board or committee can simultaneously communicate together. The board,acting as the bylaws committee, recently invited all members to a phone conference to vote on two bylaw amendments. When the vote was called, each member was asked to unmute their phone lines for a voice vote. Is this acceptable with our current bylaws? The question was asked re: the current bylaws on telecommunications, however it was not taken up prior to the vote. Thank you.

 

Since we don't have a copy of your bylaws, we can't say for certain. However, based on my understanding of what you have written here, I would say that the procedure was totally improper. Members of the organization cannot vote at meetings of the board (except those who are also board members), and you say that only the board and committees are authorized to conduct a telecommunications meetings, so the membership's vote was of no effect.

[Richard Brown]

It was my understanding that this was a meeting of the board and that only board members voted.  It is also my understanding that the bylaws authorize the board, but not the general membership, to have telephonic meetings. 

 

If this was in fact a general membership meeting, or if it was a board meeting but non-board members were allowed to vote, then I agree that it was improper.  

 

If it was a board meeting and only board members voted, then I think it was proper, based on the limited information we have been provided.

[Edgar Guest]

Members of the organization cannot vote at meetings of the board (except those who are also board members) . . . 

 

It was my understanding that this was a meeting of the board and that only board members voted.

 

I think the confusion stems from this sentence:

 

The board,acting as the bylaws committee, recently invited all members to a phone conference to vote on two bylaw amendments.

 

Like Mr. Brown, I took "all members" to mean all members of the board, not all members of the organization. But who knows. The fact that they were voting on an amendment to the bylaws certainly adds to the confusion.

 

I'm also puzzled by the statement that this was a meeting of the board "acting as the bylaws committee". Wouldn't that make it a meeting of the bylaws committee?

[Guest Susan]

I apologize for any confusion and appreciate the need for clarification. This was not a board or committee meeting. The board invited all members to participate in a special meeting by telephone to discuss two bylaws amendments. These amendments were then presented by the board since a bylaws committee was not established. The board was the bylaws committee. As telecommunications is allowed for board or committee meetings only, I questioned the legitamcy of the meeting via email prior to the meeting however this question and concern was not discussed and the vote took place. They did not consult a parliamentarian for the bylaws amendments or the meeting and I wanted to verify my interpretation of the bylaws before proceeding with further communication to the board. Thank you for your responses.

[Hieu H. Huynh]

It appears that the electronic meeting was not valid and any actions taken at such a meeting are null and void.

[Edgar Guest]

It appears that the electronic meeting was not valid and any actions taken at such a meeting are null and void.

 

Or they will be once they're declared to be so.

 

The whole thing stinks.

 

Time to send the board members to a re-education camp somewhere in the wilds of RONR-Land.

[Shmuel Gerber]

It appears that the electronic meeting was not valid and any actions taken at such a meeting are null and void.

 

Or they will be once they're declared to be so.

 

So the board can do whatever it wants and get away with it until the members can call a meeting to declare the actions null and void? I don't think so. Actions taken in the normal course of things are presumed to be valid until declared otherwise, because that is the only way it is possible to run an organization. But rogue actions are rogue actions, and just because an officer or a board purports to have done something, such as amending the bylaws when it has no power to do so, it doesn't mean it has actually done it.