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Voting by Phone


sirbuilder99
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Hi Forum.

Can someone please point out where in RR's 11th edition it refers to voting by phone then the need to follow-up with an actual Board vote the next time the Board meets?

Hypothetical situation: 

What happens if the phone vote due to time constraints was very positive, then if a full Board is not present at the next meeting and the naysayers win and the follow-up vote is then negative?

Thanks for any input.

Mitchell

 

 

 

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"The personal approval of a proposed action obtained separately by telephone, by individual interviews, or in writing, even from every member of the board, is not the approval of the board, since the members lacked the opportunity to mutually debate and decide the matter as a deliberative body. If action is taken on such a basis, it must be ratified (pp. 124–25) at a regular or properly called board meeting in order to become an official act of the board. "  RONR (11th ed.), p. 487

Although the full board need not be present at a subsequent regular or properly called meeting, if any action is taken based on the phone vote and it's not ratified, you could have a big problem.

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Mr. Mervosh has quoted the section which refers to calling each member of the board one-by-one and getting their approval individually.

It sounds to me like you held a conference call of the board and people voted on the call. If your bylaws allow for meetings to be conducted over the phone, follow your rules. If your bylaws do not specifically authorize meetings to be conducted over the phone, then the vote on the call has no status. I don't have the book in front of me to give you the citation right now. The citation is RONR 11th ed., pages 97-99, particularly p. 97, lines 8-14

Edited by Atul Kapur
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14 hours ago, Atul Kapur said:

Mr. Mervosh has quoted the section which refers to calling each member of the board one-by-one and getting their approval individually.

It sounds to me like you held a conference call of the board and people voted on the call. If your bylaws allow for meetings to be conducted over the phone, follow your rules. If your bylaws do not specifically authorize meetings to be conducted over the phone, then the vote on the call has no status. I don't have the book in front of me to give you the citation right now.

I wonder if it's a distinction without a difference.  If they took action based on a call individually to each member or as a group call, will they still not be able to move to ratify any action taken based upon that call at the next regular or properly called meeting of the board?  (not rhetorical)

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Weighing in late, it is my opinion that the decision reached by telephone cannot be ratified. That would be true regardless of whether it was an illegal conference call or a decision reached through individual telephone consultations. However, the actions taken by officers and members in reliance upon that decision can be ratified.

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19 minutes ago, Richard Brown said:

Weighing in late, it is my opinion that the decision reached by telephone cannot be ratified. That would be true regardless of whether it was an illegal conference call or a decision reached through individual telephone consultations. However, the actions taken by officers and members in reliance upon that decision can be ratified.

Yes, actions taken as a result of the call is really all that's being talked about.

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1 hour ago, George Mervosh said:

I wonder if it's a distinction without a difference.  If they took action based on a call individually to each member or as a group call, will they still not be able to move to ratify any action taken based upon that call at the next regular or properly called meeting of the board?  (not rhetorical)

Likely not a different outcome; however, I didn't want the OP to wonder if the two situations are different.

And, if the OP is still there, the citation is RONR 11th ed., pages 97-99, particularly p. 97, lines 8-14.

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