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Processing Motions by Email?


Guest Jimm

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Our organization's Executive Board is spread out across the country has the following constitutional provision:

SECTION 3. A majority of the members of the Executive Board shall
constitute a quorum, and such quorum shall have power to transact all
business of the Executive Board. Regular meetings of the Executive
Board shall be held once every six months or at the call of the
President upon the request of a majority of the members of the Board at
a designated date, time and place. All members of the Board shall be
given reasonable notification by the Secretary-Treasurer of any
meeting of the Board. Meetings of the Executive Board may be
conducted by telephone conference or other electronic means.

 

Last week, they met in person for a 6 month Executive Board meeting and passed the following motion so as to conduct business on a weekly basis in between face to face meetings.

 

Motion, Seconded.  To create guidelines for processing motions via email.  Written motion(s) will be sent to the Secretary treasurer who shall formally present the motion(s) to the entire Executive Board (EB). A motion presented to the EB via email requires a response to second from any other member of the board, once a second has been made for the motion a seven (7) business day window will start for discussion and voting "Yay" or "Nay" via email replied to all participants of the email motion. No reply to the email chain from any board member shall constitute an abstained vote. Upon a majority vote approval or rejection, the Secretary or President shall close the motion and publish a follow-on email of the official written form of the motion that will be presented to the members within Seven (7) business days of the motion closure.   Passed unanimously.

 

What are your thoughts?

 

Thanks in advance.

 

Jimm

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In my opinion, such a motion was not in order, since it violates the bylaws.  But be aware that my opinion of your bylaws is essentially irrelevant since I am not a member.

But I have this opinion based on what RONR says about electronic meetings:

Quote

A group that holds such alternative meetings does not lose its character as a deliberative assembly (see pp. 1–2) so long as the meetings provide, at a minimum, conditions of opportunity for simultaneous aural communication among all participating members equivalent to those of meetings held in one room or area. Under such conditions, an electronic meeting that is properly authorized in the bylaws is treated as though it were a meeting at which all the members who are participating are actually present.

While your bylaws apparently do authorize electronic meetings, e-mail does not satisfy the necessary opportunity for simultaneous aural communication that would be afforded by a telephone conference or other electronic conference.  In my view, a bylaws amendment would be required to allow so-called meetings that do not have the character of a deliberative assembly.

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Well, in the section of RONR which I quoted, members who are participating as noted are considered to be present, and would count toward a quorum requirement, but since that motion does not comply, how can anyone be considered present?

But in my view the motion is null and void, and I believe that a Point of Order that it is null and void, as it violates the bylaws should be ruled well-taken.

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2 hours ago, Guest Jimm said:

Also, what is your opinion about quorum requirements being met as related to the passed motion

A quorum requirement has no meaningful application in a vote by mail or email, since a quorum requirement refers to the minimum number of members that must be present.

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4 minutes ago, Josh Martin said:

A quorum requirement has no meaningful application in a vote by mail or email, since a quorum requirement refers to the minimum number of members that must be present.

There could be a requirement where a certain number of members must participate in the vote for a decision to be valid.   It would require that members give some sign of participating. 

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5 minutes ago, J. J. said:

There could be a requirement where a certain number of members must participate in the vote for a decision to be valid.   It would require that members give some sign of participating. 

Yes, there certainly could be, but this is not properly understood as a quorum requirement.

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3 hours ago, Guest Jimm said:

 . . . . Last week, they met in person for a 6 month Executive Board meeting and passed the following motion so as to conduct business on a weekly basis in between face to face meetings.

 

Motion, Seconded.  To create guidelines for processing motions via email.  Written motion(s) will be sent to the Secretary treasurer who shall formally present the motion(s) to the entire Executive Board (EB). A motion presented to the EB via email requires a response to second from any other member of the board, once a second has been made for the motion a seven (7) business day window will start for discussion and voting "Yay" or "Nay" via email replied to all participants of the email motion. No reply to the email chain from any board member shall constitute an abstained vote. Upon a majority vote approval or rejection, the Secretary or President shall close the motion and publish a follow-on email of the official written form of the motion that will be presented to the members within Seven (7) business days of the motion closure.   Passed unanimously.

 

What are your thoughts?

First, I agree with the previous responses by my colleagues.  Second, I find the motion awkwardly worded and hard to follow. 

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Agreeing and building on the other replies.

So you need to amend your bylaws to authorize motions and votes by email. The details of how to introduce, discuss, and vote would require special rules of order. In addition to What is in your motion, I would suggest that you have a more specific method of when and how members can vote, separate from the discussion (eg: 7 business day discussion period then discussion closes and a 48 hour voting period). I also suggest that, instead of quorum, you specify a minimum threshold of affirmative votes that a motion needs to be adopted, as well as specifying that it' requires a majority vote.

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On 6/18/2018 at 2:07 PM, J. J. said:

There could be a requirement where a certain number of members must participate in the vote for a decision to be valid.   It would require that members give some sign of participating. 

FWIW:

 

On this notion (regarding quorum requirements and actions taken without meetings), I noted after looking around some,  that in most State's Corporation, Associations, and/or Non-Profit statutes, that actions taken by a Board, or Shareholders without a meeting must generally meet some minimum level of written consent before the action is official.   

 

For instance, in Pennsylvania, Louisiana, and Minnesota, it requires 100% written consent of those entitled to a vote:

 

http://www.legis.state.pa.us/cfdocs/legis/LI/consCheck.cfm?txtType=HTM&ttl=15&div=0&chpt=17&sctn=66&subsctn=0

 

https://law.justia.com/codes/louisiana/2011/rs/title12/rs12-76/

 

https://law.justia.com/codes/minnesota/2013/chapters-300-319b/chapter-317a/section-317a.239/

 

And, in Florida under the non-profit corporations statutes:

http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0617/Sections/0617.0821.html

 

Therefore, it seems, that if email processing of motions is not a meeting, then it falls under actions taken without a meeting, and where ratification is required under Robert's Rules at a later time, or maybe by specific written consent of all (or some minimum level of) those entitled to a vote, depending on the individual organization's State jurisdictions and statutes.

Again, thanks,

 

Jimm

 

 

 

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5 hours ago, Guest Jimm said:

Therefore, it seems, that if email processing of motions is not a meeting, then it falls under actions taken without a meeting, and where ratification is required under Robert's Rules at a later time, or maybe by specific written consent of all (or some minimum level of) those entitled to a vote, depending on the individual organization's State jurisdictions and statutes.

There is one problem with this:  Absent a provision in your bylaws, you can only ratify actions taken at a properly called meeting (with a couple of exceptions).  As I understand your scenario, there will not be a meeting... properly called or otherwise.   You plan to "authorize" action via email ballots and then ratify that action  later at a meeting.  You can ratify actions taken in the absence of a quorum, and you can ratify some actions taken by officers in excess of their authority, but you cannot ratify action taken outside of a properly called meeting.   See the motion to ratify on pages 124-125 of RONR.

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1 hour ago, Atul Kapur, PRP "Student" said:

I would think that this would qualify under the third example on page 124, "action taken by officers, committees, delegates, or subordinate bodies in excess of their instructions or authority"

I think it would depend on  the exact nature of the motions that are adopted by an email vote.

 Edited to add: there is a difference between approving action taken in the absence of a properly called meeting and approving actions taken by an officer in excess of his authority.

Edited by Richard Brown
Added last paragraph
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Well, since it's not an exhaustive list of examples ("Cases where the procedure of ratification is applicable include"), I'm not sure that it's a significant difference.

I am not reading into the first two examples a restriction that only actions taken at a properly called meeting can be ratified (as you've stated above). If we can ratify an officer exceeding their authority (which appears to be your reading of the third example), then why could we not ratify several officers exceeding their authority?

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