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Electronic participation in Board meetings

Jim Anderson

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Our organization’s Board of Trustees has mandated that the “bylaws committee” propose amendment to our bylaws allowing electronic participation in meetings of the Board. Up to this point the organization has resisted this form of participation however during the last BOT meeting, a Board member presented a motion to cause the bylaws committee to prepare and propose the allowance of this type of participation. The motion carried by a vote of all Board members present with the exception of one dissenting vote (the Chair).

During debate on the motion, I (as bylaw committee chair) raised concern for electronic meetings due to a fact that the organization is small and has managed without the need of any sort of “electronic” participation and due to the fact, we are less than a month away from beginning the amendment proposal process (reading proposals), making it very difficult for the committee to prepare any proposed amendment particularly with respect to how participation would be controlled and what rules/processes would be required. The Board rebuttal to this was that the motion was to only require preparation of a very simple proposed bylaw amendment to allow electronic forms of participation and the process/rules for conducting meetings with this type of participation would be prepared following approval of the amendment by the organization’s membership (Board does not have bylaw amendment privileges, only the membership during a noticed meeting).

The Board reasoning for forcing this issue seems to be 2-fold, 1) desire to bring the organization into the “electronic age” and 2) to entice “younger” members to become involved with governing the organization by running for office. Emphasis placed on item 2) because quite often, the younger member travels in business and as such may not be able to meet our bylaw requirement, Board members must not miss more than three (3) consecutive meetings in any given year (out of 10 total meetings each year). There was additional argument that retired members quite often spend winters in warmer climates and may also have difficulty meeting the bylaw requirement for attendance.

Note: Our bylaws stipulate, proposed amendments are to be read to members present at a meeting prior to the meeting at which the proposal will be voted on and there is no limitation on who within the organization may present proposed amendments.

My question:

"Is it appropriate for our Board to make such a mandate of the committee without first laying out the rules and processes for allowing “electronic” participation in Board of Trustee meetings?"

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From what you've described, it sounds to me on the face of it like it is entirely appropriate. While there could be specific rules about exactly what your committee can consider that would make it be otherwise, one would normally expect the bylaws committee to be responsible for bylaws, and so ordering that committee to prepare an amendment is an appropriate step.

It's entirely valid for you to dissent at the meeting and even to vote in opposition to the motion, but once it's passed, it becomes the duty of the committee to follow the directions of the Board. Likewise, your duty as chair extends to having the committee do as directed by the Board.

If you disagree, then that is fine, but you should not block the committee from doing its work. When the committee delivers its report with the proposed amendments, you can have someone else present the report and then argue against its contents when they are up for debate, if you still feel strongly.

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