Electronic Meeting/Voting

[Shawn]

Ok guys, my last question of the night. Again thanks for all that have been answering my posts, it is greatly appreciated.

I am on a small board for a booster organization for our school music program. Under Article VII Administration it notes the following:

"If a voting event is required and is needed as an emergency or is time sensitive in such a manner it can not wait for the next board meeting; voting may be captured in an electronic medium. Standard meeting and voting rules still apply (identifying quorum, documenting in the minutes, etc.).'

In the past few months, we have had at least three occasions an emergency vote was called for an unexpected expense that needed to be funded. The President is sending out a text message and states that an emergency vote is needed. She notes the issue and then asks who is present. People are then texting back they are available. She then asks for a motion and a second then puts it out for a vote. I have expressed concerns over the lack of ability for the issue to be discussed so we can hear debate, etc. However, Secretary feels how we are handling via text is appropriate and within the by-law I noted. However, in my reading of the 11th edition of Roberts Rules, it appears to indicate that aural communication is essential in order to have an electronic meeting. My takeaway is that at minimum these emergency meetings should be held via conference call not a text message. What are your thoughts?

 

[Gary Novosielski]

3 minutes ago, Shawn said:

In the past few months, we have had at least three occasions an emergency vote was called for an unexpected expense that needed to be funded. The President is sending out a text message and states that an emergency vote is needed. She notes the issue and then asks who is present. People are then texting back they are available. She then asks for a motion and a second then puts it out for a vote. I have expressed concerns over the lack of ability for the issue to be discussed so we can hear debate, etc. However, Secretary feels how we are handling via text is appropriate and within the by-law I noted. However, in my reading of the 11th edition of Roberts Rules, it appears to indicate that aural communication is essential in order to have an electronic meeting. My takeaway is that at minimum these emergency meetings should be held via conference call not a text message. What are your thoughts?

 

I agree.  Aural communication and an opportunity for debate are essential to the nature of a deliberative assembly.

[Joshua Katz]

1 minute ago, Gary Novosielski said:

 I agree.  Aural communication and an opportunity for debate are essential to the nature of a deliberative assembly.

I agree. I'm not sure what to do in the context of this bylaw, though:

7 minutes ago, Shawn said:

"If a voting event is required and is needed as an emergency or is time sensitive in such a manner it can not wait for the next board meeting; voting may be captured in an electronic medium. Standard meeting and voting rules still apply (identifying quorum, documenting in the minutes, etc.).'

 

It says "voting may be captured" rather than directly saying to hold a meeting. But then it says standard meeting and voting rules apply. But then it gives examples which do not include the fundamental elements of a meeting. I think the organization (at a real meeting) needs to decide what this means, whether it is allowing asynchronous voting, or electronic meetings, and what is to be done. My personal opinion is that it is best read as calling for an electronic meeting, not a free-standing vote.

[Shawn]

13 minutes ago, Gary Novosielski said:

I agree.  Aural communication and an opportunity for debate are essential to the nature of a deliberative assembly.

Thank you.

[Shawn]

10 minutes ago, Joshua Katz said:

I agree. I'm not sure what to do in the context of this bylaw, though:

It says "voting may be captured" rather than directly saying to hold a meeting. But then it says standard meeting and voting rules apply. But then it gives examples which do not include the fundamental elements of a meeting. I think the organization (at a real meeting) needs to decide what this means, whether it is allowing asynchronous voting, or electronic meetings, and what is to be done. My personal opinion is that it is best read as calling for an electronic meeting, not a free-standing vote.

I agree Joshua. The verbiage is very confusing and appears to be addressing an electronic meeting. You can not have voting without a meeting. Since the verbiage is open to interruption and our by-laws clearly state we will follow Roberts Rules of Order, I would think we should defer to RONR which notes the importance of aural communication. I will definitely bring this up at our next meeting an make a motion that we read this as an electronic meeting.

[Richard Brown]

It sounds to me like the quoted bylaw provision authorizes electronic voting without specifying just how it is to be conducted.  I suppose, though, that the quoted provision can also be read as just authorizing electronic meetings.  That is not the way I read it.  Ultimately, this is a matter of bylaws interpretation as to just exactly what this bylaw provision does authorize.  If the intent of this bylaw provision is to authorize electronic voting, there should be some procedure for the members to discuss a motion (even if by email or text messages) prior to voting on it.

From the few snippits of the bylaws that we have had quoted to us in the various threads started by Shawn, I must say I am not impressed with what I have seen and believe that either a bylaws revision or the adoption of some good, well thought out standing rules and special rules of order might be in order.  They bylaw provisions I have seen so far seem big on concept but severely lacking in specifics.  I agree with a statement Mr. Katz made in another thread that seeking the advice of a professional parliamentarian might be in order.  At a minimum, it may turn out that there is an NAP local unit nearby with one or more members who will be happy to assist with a review. 

[Joshua Katz]

1 minute ago, Shawn said:

You can not have voting without a meeting.

Well, unless your bylaws provide otherwise... I am in several organizations which use voting outside of meetings. I have suggested in all of them that we eliminate that, and replace it with electronic meetings, but to no avail. In any case, that is the general principle, yes, but I think what's more important here is the best reading of your bylaw.

2 minutes ago, Shawn said:

Since the verbiage is open to interruption and our by-laws clearly state we will follow Roberts Rules of Order, I would think we should defer to RONR which notes the importance of aural communication. I will definitely bring this up at our next meeting an make a motion that we read this as an electronic meeting.

I don't think deferring to RONR answers the question. In any case, the technically correct way to interpret the bylaw is not to make a motion, but to raise a point of order to the motions which have been adopted without a meeting. The chair will rule that they were in order because only a vote is required, and you can then appeal.

[Joshua Katz]

1 minute ago, Richard Brown said:

It sounds to me like the quoted bylaw provision authorizes electronic voting without specifying just how it is to be conducted. 

I can see how it can be read this way. Both readings seem within the realm of reason (Chevron?), and, in any case, I don't think our opinions matter much.

[Richard Brown]

2 minutes ago, Shawn said:

You can not have voting without a meeting.

Oh, I disagree.  You absolutely can have voting without a meeting.  It can be done via regular snail mail (as many large organizations do for electing officers) and via email as is becoming more common.  Ideally, there should be an opportunity to  somehow discuss a pending motion, but it absolutely is not required unless by the organization's own rules.

[Shawn]

4 minutes ago, Richard Brown said:

Oh, I disagree.  You absolutely can have voting without a meeting.  It can be done via regular snail mail (as many large organizations do for electing officers) and via email as is becoming more common.  Ideally, there should be an opportunity to  somehow discuss a pending motion, but it absolutely is not required unless by the organization's own rules.

 

4 minutes ago, Richard Brown said:

Oh, I disagree.  You absolutely can have voting without a meeting.  It can be done via regular snail mail (as many large organizations do for electing officers) and via email as is becoming more common.  Ideally, there should be an opportunity to  somehow discuss a pending motion, but it absolutely is not required unless by the organization's own rules.

I totally agree these By-Laws are seriously lacking in so many areas but the organization does not have the funds to afford legal counsel to re-write. I will reach out to a professional parliamentarian as suggested to see if the can assist. However, I am confused on the response that voting can occur without a meeting. In order for a vote to occur there must be a motion put forth, I assume. Don't you need to have a meeting in order for a motion to be presented? I would assume a meeting is in person or electronic. If so, RONR notes that it is critical for aural communication to occur. The current process that we are following for these emergency votes lacks both a personal meeting, or an electronic meeting. There is no voice to voice discussion. Just text messages.

[Joshua Katz]

2 minutes ago, Shawn said:

If so, RONR notes that it is critical for aural communication to occur.

RONR discusses the hierarchy of rules. Applicable procedural laws sit at the top, then your constitution/bylaws, then special rules of order, and then RONR, followed by standing rules. In the event of a conflict, the higher rule governs. So if the bylaws allow for voting without a meeting, voting is allowed without a meeting. That RONR defines a deliberative assembly as people able to hear each other might suggest that this isn't the best idea, but it doesn't prevent an organization from doing so. What's less certain is what your bylaws actually do, though.

As I mentioned, I'm a part of several organizations which allow for asynchronous voting without a meeting. For example, in one, we had (I'm no longer a member) a 21 person board. To make a motion required 3 "cosponsors." Once made, voting was open for 10 days or until everyone had voted, during which time a person could change his vote. 

[Shawn]

1 minute ago, Joshua Katz said:

RONR discusses the hierarchy of rules. Applicable procedural laws sit at the top, then your constitution/bylaws, then special rules of order, and then RONR, followed by standing rules. In the event of a conflict, the higher rule governs. So if the bylaws allow for voting without a meeting, voting is allowed without a meeting. That RONR defines a deliberative assembly as people able to hear each other might suggest that this isn't the best idea, but it doesn't prevent an organization from doing so. What's less certain is what your bylaws actually do, though.

As I mentioned, I'm a part of several organizations which allow for asynchronous voting without a meeting. For example, in one, we had (I'm no longer a member) a 21 person board. To make a motion required 3 "cosponsors." Once made, voting was open for 10 days or until everyone had voted, during which time a person could change his vote. 

I went on the site you recommended and found a local Parliamentarian. I will reach out to her tomorrow. Do they typically charge for their service/advice?

[Joshua Katz]

7 minutes ago, Shawn said:

I went on the site you recommended and found a local Parliamentarian. I will reach out to her tomorrow. Do they typically charge for their service/advice?

Yes. However, I second Mr. Brown's suggestion that you might be able to find a local NAP unit and have some experienced people, who are not RPs or PRPs, provide some advice.

[Richard Brown]

1 hour ago, Shawn said:

I went on the site you recommended and found a local Parliamentarian. I will reach out to her tomorrow. Do they typically charge for their service/advice?

 

53 minutes ago, Joshua Katz said:

Yes. However, I second Mr. Brown's suggestion that you might be able to find a local NAP unit and have some experienced people, who are not RPs or PRPs, provide some advice.

If you are using the NAP website, you can go to this link and then click on your state.  It will usually provide you with general information on local units around the state, contact info on the district director responsible for your state, and sometimes contact info on the state association president.  Call or email the NAP office for whatever additional information you might want on local units in your area and the contact info for your state president.  He or she might know of parliamentarians in your area who might be helpful.  http://www.parliamentarians.org/about/nap-in-your-area/