Board Member wants to email board

[Guest Liz Redwing]

One of our board members want to email the rest of the board prior to our next official board meeting (we're dark this month) but has not gotten approval from our president (who is now out of the country).  She feels uncomfortable doing so, but I encouraged her to do it as she is the official chairperson of the committee that she wants to discuss.  

what do you think?

Thanks,

Liz

[Chris Harrison]

Why does she think she needs the President's permission to email the rest of the Board?  Is there a rule stating such?  If there is no rule then nothing in RONR prohibits her from talking to whoever she wants by whatever means she wants. 

That being said, no business can be conducted by email (or in any other way outside of a meeting) unless the Bylaws specifically permits it.  By that I mean that while she (and the rest of the Board) can discuss what the Committee's been up to and what they want the Board to do in regards to it, none of that discussion constitutes decisions that are binding on the Board.

[Guest Emergency bylaw change]

Can a bylaw be voted on via email? It was stated as an emergency bylaw? This was submitted via email also.  

 

Cheryl 

[jstackpo]

Nope, unless such mail votes are authorized in the byaws  --  which seems quite unlikely

[Guest Cheryl]

Okay, thank you. 

Another question 

So if an emergency, bylaw was voted on via email and passed, then presented 6 months later to our annual business meeting is it valid then? 

 

Cheryl 

[jstackpo]

Maybe.   In the run-up to the Annual Meeting was a notice of the intent to adopt bylaw amendments (presumably that is required by the current bylaws) sent around? And were any other rules followed, found in the current bylaws, that describe how bylaw amendments are to be presented?

[Guest Cheryl]

Yes, they were distributed in our Journal in the appropriate time prior to the annual meeting. Displayed and presented and accepted at the meeting. Which is what the current bylaws state must be done. 

[Atul Kapur]

Sounds like your bylaws were properly amended, at the annual meeting.

The email vote did not amend the bylaws, so the effective date of the amendment was the date it was passed at the meeting.

[Gary Novosielski]

4 hours ago, Guest Emergency bylaw change said:

Can a bylaw be voted on via email? It was stated as an emergency bylaw? This was submitted via email also.  

 

Cheryl 

No.  The bylaws probably contain specific rules for their own amendment, probably a required advance notice of any proposed amendments and a vote threshold that must be met, possibly with other requirements.

These rules must be followed to the letter.

[Guest Cheryl]

So we have decided to have a social meeting The bylaws to change edit and repeal.  

 

The questions is does the Bylaws committee have to give the bylaws they want changes to the rest of the board prior to the meeting? Or just to the bylaws committee chairperson? 

Which are then presented to the board at the special meeting?  

Also, If we want to in effect immediately is that possible to do provided we do a mailing to our members? Within  30 days? 

Cheryl 

[Atul Kapur]

The answers to your questions about what procedure you need to follow to amend your bylaws should be in the bylaws themselves. Look in the Articles on Amendiments to the Bylaws and in the articles about the Bylaws Committee.

If you follow the proper processes (and assuming that you are allowed to amend your bylaws at a special meeting) then the amendments take effect immediately upon their adoption (unless your bylaws say differently).

[CB2]

Okay thank you.