Meeting by teleconference

[Guest Bob Allam]

I'm the President of the Virginia Search and Rescue Council.  Our Bylaws state that we are governed by Robert's Rules unless they are 'inconsistent with these ByLaws and any special rules of order the Council might adopt'.  Back in October the Council unanimously approved a motion to conduct our January meetings via teleconference since we frequently encounter weather situations.  Was the approved motion at our October meeting sufficient to make it permissible to conduct business during our January meeting?  Thanks!!

[Hieu H. Huynh]

No (see FAQ #19).

[Greg Goodwiller, PRP]

How difficult would it be to amend your bylaws? It can usually be done at a special meeting, and may or may not require lengthy notice, multiple readings, or other requirements that slow the process. We can point you to appropriate provisions to propose.

[Gary c Tesser]

Oh c'mon.

[Richard Brown]

1 hour ago, Gary c Tesser said:

Oh c'mon.

Huh???

[Richard Brown]

1 hour ago, Guest Bob Allam said:

I'm the President of the Virginia Search and Rescue Council.  Our Bylaws state that we are governed by Robert's Rules unless they are 'inconsistent with these ByLaws and any special rules of order the Council might adopt'.  Back in October the Council unanimously approved a motion to conduct our January meetings via teleconference since we frequently encounter weather situations.  Was the approved motion at our October meeting sufficient to make it permissible to conduct business during our January meeting?  Thanks!!

 

I agree with the answers by Mr. Huynh and Mr. Goodwiller.  I would add, however, that if your organization is incorporated, you might check (or have an attorney check) your state's non profit corporation laws for any applicable provisions.  It is possible that state law authorizes your council to conduct business via teleconference unless prohibited in the bylaws.

[Shmuel Gerber]

55 minutes ago, Richard Brown said:

It is possible that state law authorizes your council to conduct business via teleconference unless prohibited in the bylaws.

In which case Mr. Huynh's answer might still apply.

[Richard Brown]

1 hour ago, Shmuel Gerber said:

In which case Mr. Huynh's answer might still apply.

No, not necessarily (if state law authorizes conducting business by teleconference).   The bylaws might be silent, but if state law authorizes it, they can do it.  Whether Mr. Huynh's answer applies in such a case depends on the exact wording of the statute. Mr. Huynh's answer was a flat "no".  But, I know you are going to tell me I am missing something. . . . 

[Joshua Katz]

2 minutes ago, Richard Brown said:

No, not necessarily (if state law authorizes conducting business by teleconference).   The bylaws might be silent, but if state law authorizes it, they can do it.  Whether Mr. Huynh's answer applies in such a case depends on the exact wording of the statute. Mr. Huynh's answer was a flat "no".  But, I know you are going to tell me I am missing something. . . . 

What if the bylaws, while being silent on conducting business by teleconference, adopt a parliamentary authority which states that conducting business by teleconference is not permitted, unless the bylaws explicitly authorize it?  

[Richard Brown]

4 minutes ago, Godelfan said:

What if the bylaws, while being silent on conducting business by teleconference, adopt a parliamentary authority which states that conducting business by teleconference is not permitted, unless the bylaws explicitly authorize it?  

I'll bet my money that if the issue ever winds up in court, the plain language of the statute will prevail.  If the statute says the prohibition must be in the bylaws, then in the bylaws it must be, the language in RONR purporting to elevate itself to bylaw level notwithstanding. And on this I will bet a helluva lot more than a Whopper.

[Joshua Katz]

Okay, but we know what we think of lawyers trying to get parliamentary questions right.  Aside from what a court will say, what do you think is the right answer?

[Richard Brown]

10 minutes ago, Godelfan said:

Okay, but we know what we think of lawyers trying to get parliamentary questions right.  Aside from what a court will say, what do you think is the right answer?

That if the statute says the prohibition must be in the bylaws, then that is exactly what it means.  Words mean things and that seems about as clear as anything can be.  That's my opinion whether I'm wearing my lawyer hat, my parliamentarian hat or my John Q. Public hat (but the lawyer hat is probably exerting the most influence!). 

Edited December 30, 2016 at 06:58 PM by Richard Brown
Added last sentence

[Joshua Katz]

I remember there being a split on this forum as to whether or not the rules in the parliamentary authority become 'incorporated' into the bylaws when the parliamentary authority is adopted.  This question seems to turn on that, at least in part.

I don't have a lawyer hat yet, and my parliamentarian hat is smaller than yours.  Nonetheless, it seems equally clear to me that, if the parliamentary authority says X is forbidden unless the bylaws explicitly say otherwise, and the parliamentary authority is adopted in the bylaws, and the bylaws do not explicitly say otherwise, then the bylaws forbid X.  If the statute says that X is permitted unless the bylaws forbid X, then X is not permitted.  (However, if this position is adopted, it really becomes a question of statutory interpretation:  if the law said "...unless the bylaws explicitly prohibit..." the answer would come out differently on this view than if it said "...unless the bylaws prohibit...")

[Richard Brown]

I think it's safe to say we disagree on this issue except when the statute says "unless the bylaws EXPLICITLY prohibit X".  This has long been a sore point with me.  I think it is the height of (something.... I started to say arrogance....) for the authorship team to try to elevate their little book to a status equivalent to bylaw status.  Sure, it's a good book, and I guess it isn't so little at 700 + pages (around 800, actually), but you get the point.  I think I can safely say that 99 percent of the time when an organization adopts RONR as its parliamentary authority, the members have NO IDEA they are adopting something that contains provisions that the authors say are equivalent to bylaw provisions and which provisions the members don't even have any idea are in the little book.   That is far different from a mutually negotiated contract which contains provisions that say it incorporates the provisions of certain other documents.  There, the courts hold that the parties knew what they were negotiating.  When societies adopt RONR, they have no idea that certain provisions are in the book that try to elevate it to being equivalent to bylaw provisions.   (btw, I think RONR tries to do that only in the case of proxies. It doesn't use that language when it comes to telephonic meetings).

Now, if the statute says an organization "can do X unless  prohibited by the bylaws or its rules of order" the situation would be completely different.

[Joshua Katz]

Well, wouldn't your point by strengthened, not weakened, by the length of the book?  In any case, I'm not sure why the fact that 99% of the time, people adopting RONR don't know its provisions is relevant.  You wouldn't accept this argument while presiding at a meeting and let, for instance, a motion to amend/rescind something previously adopted, be accepted by a majority vote because, well, people didn't know that RONR said otherwise.  That aside, what more canone ask for, as far as objective evidence of assent, than a vote to adopt the book as the parliamentary authority?  (I'm not actually clear that these contract comparisons make sense.)  Do they accept it any less than, for instance, the parties in the battle of the forms accept the terms that the UCC says get accepted - assume for a moment that those terms incorporate other documents.  Certainly no one has acted to prevent them from reading RONR, or denied them meaningful choice in adopting it or not, nor do the terms themselves differ from common usage (most organizations use RONR), so I'm not seeing why their failure to know what they voted on should negate the vote.  

[Dan Honemann]

I'd caution Mr. Brown to limit his betting on this subject to maybe just a Quarter Pounder.

 

[Shmuel Gerber]

This kerfuffle (to borrow a term) is why RONR suggests that "where a particular type of organization is subject to local, state, or national law containing provisions relating to its procedure," the language in the bylaws might be better if it said something like:

"The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws, any special rules of order the Society may adopt, and any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence."

I think that makes it pretty clear that the society intends the provisions of RONR to supersede any provisions of applicable statutes that do allow the bylaws to take precedence. (Whether the statute itself requires something more explicit is another question.)

[Guest Nancy N.]

7 hours ago, Gary c Tesser said:

Oh c'mon.

 

6 hours ago, Richard Brown said:

Huh???

 

6 hours ago, Richard Brown said:

I would add, however, that if your organization is incorporated ...

That's what "Oh c'mon" is about.  Look at the name of the organization --  Great Steaming Cobnuts:  google it, and you see it's an agglutination of governmental agencies up the wazoo, up to the Intergalactic Donut Consortium.  But, in the first place, we don't even know yet whether there are, or are not, any applicable statutes.  Nonetheless this has been a fascinating and stimulating discussion; I'll add that, since it looks as if we may be choosing up sides, I'm with the estimable (or inestimable, I don't remember which side he likes to be buttered on) Mr. Brown here, though I'm entirely at sea about the Whopper vs. Quarter Pounder dispute (were Whoppers &c discussed in another thread?).

[Richard Brown]

1 hour ago, Guest Nancy N. said:

That's what "Oh c'mon" is about.  Look at the name of the organization --  Great Steaming Cobnuts:  google it, and you see it's an agglutination of governmental agencies up the wazoo, up to the Intergalactic Donut Consortium. . . .

LOL!!!  I knew that it might be some sort of quasi-governmental agency of some sort, but I also knew it might not be.  I was a founding member of a search and rescue unit on the Mississippi gulf coast years ago and we were incorporated as a non-profit corporation.  We got lots of donations from governmental agencies, etc, but we weren't part of one.  And I'm not in the habit of Googling the names of organizations of people who post on here.  I figured I would  leave it to Guest Bob to know what his group is.  And my comment about possible controlling state statutes was also directed at others who might come along with a similar problem and read the thread.  I want them to see that info, too.  OK? 

1 hour ago, Guest Nancy N. said:

. . . Nonetheless this has been a fascinating and stimulating discussion; I'll add that, since it looks as if we may be choosing up sides, I'm with the estimable (or inestimable, I don't remember which side he likes to be buttered on) Mr. Brown here, though I'm entirely at sea about the Whopper vs. Quarter Pounder dispute (were Whoppers &c discussed in another thread?).

Well, shucks, I appreciate you being on my side, but as far as the esteemed members of the authorship team are concerned, it's probably the wrong side.  But, it's still my side.  And has been for a few years!  Dan and I have had this discussion before.  And, yeah, I bet Shmuel or somebody unknown a Whopper in another thread, so Dan suggested I not bet more than a Quarter Pounder in this one.  I might have messed it up, though:  I said I would bet a McDonald's Whopper, but now that I think about it, Whoppers might come from Burger King.  I dunno, really:  I never get one.  I get the 99 cent burger.  Nothing else, just the cheap burger, unless I'm splurging and treating myself, in which case I add a small  coke or small  fry.  And  couple of times a year I really splurge and get the 99  cent burger AND a small fries AND a small coke.  But the 99 cent burger costs over a buck now.  I'm trying  to conserve calories more than money, but what the heck.  The two seem to go together.

Now, who makes the Whopper?

And  when are you gonna check your email?  I sent you one a couple of days ago.  Cuz you don't accept forum messages. Or your mailbox is full.

Oh, and how's the sliver Porsche??  I started to bet it, but I think the title is still in your name.

[Gary Novosielski]

14 hours ago, Guest Bob Allam said:

I'm the President of the Virginia Search and Rescue Council.  Our Bylaws state that we are governed by Robert's Rules unless they are 'inconsistent with these ByLaws and any special rules of order the Council might adopt'.  Back in October the Council unanimously approved a motion to conduct our January meetings via teleconference since we frequently encounter weather situations.  Was the approved motion at our October meeting sufficient to make it permissible to conduct business during our January meeting?  Thanks!!

Only if this motion was in the nature of a bylaws amendment, and was passed in compliance with the rules contained in the bylaws for their own amendment, including prior notice requirement and vote threshold, to name two possibilities.