sirbuilder99 Posted June 17, 2019 at 04:59 PM Report Share Posted June 17, 2019 at 04:59 PM 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 Quote Link to comment Share on other sites More sharing options...
George Mervosh Posted June 17, 2019 at 05:04 PM Report Share Posted June 17, 2019 at 05:04 PM "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. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted June 17, 2019 at 05:06 PM Report Share Posted June 17, 2019 at 05:06 PM Are we discussing the case Mr. Mervosh indicates, or a case where a bylaw authorizes voting by phone? Quote Link to comment Share on other sites More sharing options...
Guest Sirbuilder99 Posted June 17, 2019 at 06:05 PM Report Share Posted June 17, 2019 at 06:05 PM No bylaw, just an action that needs immediate attention and action. Thanks. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted June 17, 2019 at 10:29 PM Report Share Posted June 17, 2019 at 10:29 PM (edited) 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 Quote Link to comment Share on other sites More sharing options...
George Mervosh Posted June 18, 2019 at 01:03 PM Report Share Posted June 18, 2019 at 01:03 PM 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) Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 18, 2019 at 01:30 PM Report Share Posted June 18, 2019 at 01:30 PM 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. Quote Link to comment Share on other sites More sharing options...
George Mervosh Posted June 18, 2019 at 01:51 PM Report Share Posted June 18, 2019 at 01:51 PM 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. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted June 18, 2019 at 02:15 PM Report Share Posted June 18, 2019 at 02:15 PM 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. Quote Link to comment Share on other sites More sharing options...
AFS1970 Posted June 22, 2019 at 11:54 PM Report Share Posted June 22, 2019 at 11:54 PM 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. Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted June 23, 2019 at 12:04 AM Report Share Posted June 23, 2019 at 12:04 AM 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. Quote Link to comment Share on other sites More sharing options...
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