Procedural By-laws

[Guest Emma]

I would like to know what a member of a school board can do when the chair does not follow the Procedural By-laws around Notice of Motion but uses email instead to make decisions and then ges ahead and carries it out

[Guest Emma]

I guess my question is can a Board make decisions through an email thread rather than a face to face meeting.  The Chair is making decision by online polling. 

[jstackpo]

Since you are part of a public body, you will probably have to ask a lawyer (or your staff attorney, if the school board has one) whether e-mail (or other "absentee" - not together in a normal face-to-face meeting) decision making is legal.  RONR would say "No, not proper unless it was authorized in your bylaws".

If you find out that it is not proper (we don't do "legal" here) you can raise a point of order at your next face-to-face meeting.  See RONR, page 247ff.

[Atul Kapur]

RONR does not allow this; your bylaws may and you should check them.

If, as I suspect, your bylaws do not explicitly allow for decisions to be made this way, then you should raise a Point of Order at the next actual meeting.

Practically speaking, you should assume that the chair will rule against your point of order ("Not Well Taken"). With that assumption, you likely want to talk to some of the other members who you think will agree with you so that you are prepared to make and second an appeal against the chair's ruling.

[Guest Emma]

Thank you for your responses so far.  All meetings of the Board must be duly called, notice given within 72 hours with agenda and supporting documents.  They are Public meetings.  An individual Trustee may participate in/attend  the meeting through electronic means occasionally.   If I raise a Point of Order, I suspect  the Chair has a majority

 

 

[Guest Emma]

Thanks for your responses so far.  The By-laws refer to meetings of the Board at the Board Office at a certain day and time for decisions. No mention as to email decision making. If I raise a Point of Order, I am certain that the Chair will be supported by the new membership.  Then what? The By-laws are clear.

[Guest Zev]

40 minutes ago, jstackpo said:

Since you are part of a public body, you will probably have to ask a lawyer (or your staff attorney, if the school board has one) whether e-mail (or other "absentee" - not together in a normal face-to-face meeting) decision making is legal.  RONR would say "No, not proper unless it was authorized in your bylaws".

I would take Mr. Jstackpo's advice.

[Josh Martin]

2 hours ago, Guest Emma said:

Thanks for your responses so far.  The By-laws refer to meetings of the Board at the Board Office at a certain day and time for decisions. No mention as to email decision making. If I raise a Point of Order, I am certain that the Chair will be supported by the new membership.  Then what? The By-laws are clear.

If the membership upholds the chair’s decision on appeal, that is the end of your parliamentary recourse. If you wish to pursue this further, you can talk to a lawyer to see what legal recourse you might have.

It should also be noted that, as a parliamentary matter, the board would be within its rights to ratify action taken by email at a properly called meeting with a quorum present, so if a majority of the board supports the action, it can solve the issue quite easily even if your rules do not permit action via email. (Whether or not this is sufficient as a legal matter is another question for that lawyer.)

Edited April 5, 2019 at 09:47 PM by Josh Martin

[Byron Baxter]

 

13 hours ago, Josh Martin said:

It should also be noted that, as a parliamentary matter, the board would be within its rights to ratify action taken by email at a properly called meeting with a quorum present, so if a majority of the board supports the action, it can solve the issue quite easily even if your rules do not permit action via email.

Josh Martin's advice can be very useful.  As a member of a nonprofit board that meets bi annually, there is a need for additional business to be conducted by electronic meetings and email vote.  Ratifying as stated above makes the board's action official.  Page 487 

[Josh Martin]

41 minutes ago, Byron Baxter said:

Josh Martin's advice can be very useful.  As a member of a nonprofit board that meets bi annually, there is a need for additional business to be conducted by electronic meetings and email vote.  Ratifying as stated above makes the board's action official.  Page 487 

Well, let’s hold on a bit.

Because of the risks inherent with this strategy (what happens if an action is not ratified) this is not advisable as a routine matter. If your board regularly need to conduct business by electronic meetings and/or by email voting, it would be preferable for your organization to adopt rules in its bylaws authorizing conducting business by these methods. It is correct that, in the interim, it is in order to ratify such actions at a regular or properly called meeting with a quorum present, but you’re rolling the dice each time you take such an action.

[jstackpo]

13 hours ago, Josh Martin said:

It should also be noted that, as a parliamentary matter, the board would be within its rights to ratify action taken by email at a ...

And Josh also said, much more recently:

2 minutes ago, Josh Martin said:

It is correct that, in the interim, it is in order to ratify such actions at a regular or properly called meeting with a quorum present,

Well, now, I'm not so sure about that.

RONR is abundantly clear, page 97, that, unless there are some sort of electronic (absentee) meetings authorized in bylaws, that business decisions or action can be transacted only at regular (in-person) meetings.  Any actions approved by e-mail (&c.) would be in clear violation of the bylaws.

But this sort of improper action is explicitly described as NOT capable of being ratified, per page 125, lines 10-12.

Granted, page 487, line 9, appears to say that such actions can be ratified, but page 487 seems to speak to the chair (presumably) just telephoning or writing individual board members for their votes, not to the holding of an (improper) electronic meeting, even an e-mail "meeting", however such would work.  This is a rather fine distinction and I'm not sure it clears up the apparent inconsistency in the book.  Pages 125 and 487 were, of course, written before the Internet age. and page 97 in response to the I-age.

[Richard Brown]

Well, as long as we are making fine distinctions, I'm going to make one also. Even in a situation where the assembly cannot properly ratify action illegally taken (authorized) by an email  vote, the assembly may still ratify the action taken by the officers pursuant to the improperly adopted motion.

Here is what I think would be a proper example: assume that there has been a wind storm and a tree fell on the clubhouse roof and is causing a serious leak. Telephonic meetings and email votes are not authorized by the bylaws.. The board nonetheless conducts an emergency telephonic meeting or email vote authorizing the president and Treasurer to spend up to $1,000 to remove the tree and repair the roof. Pursuant to that presumed authorization, the president hires a contractor to remove the tree and repair the roof and the treasurer writes the contractor a check for $1,000 for the work performed.

A few days later a member starts complaining that the Club paid too much money and that neither the work nor the payment was properly authorized. Perhaps the member thinks his brother-in-law could have done the work for only $500.

Since the board had no power to authorize the expenditure by means of the illegal telephone or email vote, that decision of the board cannot be ratified. However, due to the provisions of RONR, the individual actions of the president in hiring the contractor and the treasurer in writing the check for $1,000 may be ratified. It is a fine distinction, but a distinction nonetheless.

[Guest Emma]

The reason for the email thread was to try to bypass the Notice of Motion requirements in the Bylaws because what the Chair believed was an urgent matter (which it is not). However eventual ratification at a Board meeting down the road would happen, the Chair just does not wish to wait and follow process. 

[Joshua Katz]

1 hour ago, Guest Emma said:

The reason for the email thread was to try to bypass the Notice of Motion requirements in the Bylaws because what the Chair believed was an urgent matter (which it is not). However eventual ratification at a Board meeting down the road would happen, the Chair just does not wish to wait and follow process. 

While I think the above answers have hashed out the possibilities, I would just add that organizations often adopt procedural safeguards precisely to slow down leaders and not allow them to steamroll their ideas through.

[Guest Emma]

15 hours ago, Joshua Katz said:

While I think the above answers have hashed out the possibilities, I would just add that organizations often adopt procedural safeguards precisely to slow down leaders and not allow them to steamroll their ideas through.

Thank you everyone.  

[Gary Novosielski]

I would add that even if the chair's actions to end-run around the requirements for a meeting to be properly called are upheld by a ruling and possible appeal, your state may have an Ethics Commission or similar body by another name, with the power to investigate complaints by individual members or even individual private citizens and to issue rulings with the force of law.

Your board attorney, who properly represents the board, not the president, should presumably give you correct advice on this matter, but if you feel (perhaps understandably) uncomfortable seeking advice from that source, does your state have a School Boards Association that your board would presumably be a member of?  If so they might have an attorney on call who would be knowledgeable on what your options are.