Voting by Phone

[sirbuilder99]

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

 

 

 

[George Mervosh]

"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.

[Joshua Katz]

Are we discussing the case Mr. Mervosh indicates, or a case where a bylaw authorizes voting by phone?

[Guest Sirbuilder99]

No bylaw, just an action that needs immediate attention and action.

Thanks.

 

[Atul Kapur]

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 June 18, 2019 at 02:16 PM by Atul Kapur
added citation

[George Mervosh]

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)

[Richard Brown]

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.

[George Mervosh]

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.

[Atul Kapur]

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.

[AFS1970]

Wouldn't a conference call allow for debate? I am not sure how one could maintain order or figure out who had the virtual floor, but it seems to me that debate is at least possible. 

[Rob Elsman]

An informal telephone colloquy is possible, but it may very well not constitute a business meeting at which official actions can be taken. The bylaws will control. If the bylaws authorize teleconferences, the executive board can meet and take official actions; otherwise, not.