Coronavirus and Virtual Meetings

[PBix]

Because of the COVID-19 threat, the head of our organization would like to hold our next meeting through a virtual service such as Google Meet.  Members would be able to see and hear each other and listen to and participate in debate on any motion before voting, but would not be together in the same physical room. 

Our by-laws do not, as far as I can see, expressly permit or forbid such a virtual meeting.  The by-law entitled "Place of Meetings" says that we shall "hold every meeting in a place suitable to the comfort and convenience of the persons attending," but it is not expressly stated that the "place" must be a physical place, nor what it means to be "attending" a meeting.

In arguing against a virtual meeting, one might note that our by-laws make no provision for meeting virtually and have some rules that seem to assume physical presence; e.g., they provide for votes by "show of hands."  Also, historically, we have always held meetings in a single, physical location and we have never permitted voting by persons not present at that location.  But on the other hand, no by-law expressly states that all members must meet together in one physical place.  

In response to the suggestion that we would hold a virtual meeting, one member has objected that doing so would violate our quorum rule, which cannot be suspended or avoided, even by unanimous consent.  The quorum rule defines a quorum as a majority of the membership but does not say what one must do to count as part of the quorum.

Based on the above, do you think a virtual meeting via Google Meet is permitted or forbidden?  Thanks for any insight.

 

 

 

[Rob Elsman]

Without an express authorization in the bylaws, an electronic meeting is prohibited, since meetings must be held in "one room or area". See RONR (11th ed.), pp. 82, 97-99.

[PBix]

Aha, thank you, that is very helpful.

Now, would it make a difference if the organization unanimously agreed (at the electronic meeting) to waive the "one room or area" requirement, or if it, by 2/3 vote, suspended the rules?

[Weldon Merritt]

6 minutes ago, PBix said:

Now, would it make a difference if the organization unanimously agreed (at the electronic meeting) to waive the "one room or area" requirement, or if it, by 2/3 vote, suspended the rules?

No. 

[Rob Elsman]

I agree with Mr. Merritt that the rule is not suspendable, since it embodies a fundamental principle of parliamentary law. RONR (11th ed.), p. 263.

[J. J.]

1 hour ago, Rob Elsman said:

I agree with Mr. Merritt that the rule is not suspendable, since it embodies a fundamental principle of parliamentary law. RONR (11th ed.), p. 263.

I would agree that it is defined or embodies in a stated fundamental principle, but I do agree that it cannot be suspended.

[Gary Novosielski]

3 hours ago, PBix said:

Aha, thank you, that is very helpful.

Now, would it make a difference if the organization unanimously agreed (at the electronic meeting) to waive the "one room or area" requirement, or if it, by 2/3 vote, suspended the rules?

No, rules regarding a quorum cannot be suspended.

[PBix]

Thanks to all for your very helpful replies.

[AFS1970]

Even if it could be suspended, I would think that such a suspension could not happen at the virtual meeting that it prevented when in effect. It seems to me that such a change would need to be made in a different way than suspending a rule and would have to be made in advance of any virtual meeting. 

[Rob Elsman]

Lacking a proper authorization in the bylaws for electronic meetings or absentee voting, there are no legal voters outside the "one room or area" where a meeting is being held. RONR (11th ed.), p. 423.

[Guest Dale Arvin]

Without provision in by-laws for e meetings of any sort, can the board postpone an election and also nominations from the members until this national emergency

is over.its to late to notify cancelation of meeting.our membership is spread across a pretty large state

[Rob Elsman]

From the responses given above, I think the answer is pretty obvious.

[Richard Brown]

2 hours ago, Guest Dale Arvin said:

Without provision in by-laws for e meetings of any sort, can the board postpone an election and also nominations from the members until this national emergency

is over.its to late to notify cancelation of meeting.our membership is spread across a pretty large state

Elections can indeed be postponed, but I doubt that your board has the authority to postpone elections.  The members assembled at your annual meeting, even if just  a couple of members, can likely do so, however.  You might read the suggestion by Josh Martin in this thread for more information:  https://robertsrules.forumflash.com/topic/35176-suspending-bylaws-on-electing-members-at-general-meeting-covid-19/

 

[Guest Nicole]

On 3/12/2020 at 5:47 PM, Rob Elsman said:

Without an express authorization in the bylaws, an electronic meeting is prohibited, since meetings must be held in "one room or area". See RONR (11th ed.), pp. 82, 97-99.

I also wonder about this, as we are not gathering due to the virus.

 

Our ByLaws say "Regular meetings of the Board shall be held once a month at a date and time to be
determined by the Board with proper notice to the membership." 

 

Doesn't specify a place. They are also to be open to the public, so that is near impossible with a phone conference.

[Gary Novosielski]

37 minutes ago, Guest Nicole said:

Our ByLaws say "Regular meetings of the Board shall be held once a month at a date and time to be
determined by the Board with proper notice to the membership." 

That's a rule applying to board meetings, which would not apply to meetings of the general membership.

[Angie N]

On 3/12/2020 at 8:47 PM, Rob Elsman said:

Without an express authorization in the bylaws, an electronic meeting is prohibited, since meetings must be held in "one room or area". See RONR (11th ed.), pp. 82, 97-99.

We are in a similar situation. Our bylaws do not authorize electronic meetings. If we are unable to meet electronically or suspend the rules? What options do we have to move forward? Do we cancel the meetings? 

[Josh Martin]

10 hours ago, Guest Dale Arvin said:

Without provision in by-laws for e meetings of any sort, can the board postpone an election and also nominations from the members until this national emergency

is over.its to late to notify cancelation of meeting.our membership is spread across a pretty large state

No, unless the board is granted such authority by the bylaws.

The membership itself could decide to postpone the elections and nominations at the time of the meeting. Alternately, in the event that a quorum is not present at the meeting, the meeting will be unable to conduct any business except for a few procedural actions (such as to reschedule the meeting), in which event the elections shall wait until that time.

3 hours ago, Guest Nicole said:

I also wonder about this, as we are not gathering due to the virus.

 

Our ByLaws say "Regular meetings of the Board shall be held once a month at a date and time to be
determined by the Board with proper notice to the membership." 

 

Doesn't specify a place. They are also to be open to the public, so that is near impossible with a phone conference.

Phone conferences are not permitted unless authorized by the bylaws. Your bylaws appear to grant wide latitude to the board in scheduling its meetings ("at a date and time to be determined by the board"), however, they must be held at least once a month.

I would note that even a meeting without a quorum is sufficient to satisfy a requirement in the bylaws that a meeting be held, and certain procedural motions may be adopted even in the absence of a quorum. So a small number of board members could attend and adjourn the meeting to a later date and time (or simply adjourn the meeting).

14 minutes ago, Angie N said:

We are in a similar situation. Our bylaws do not authorize electronic meetings. If we are unable to meet electronically or suspend the rules? What options do we have to move forward? Do we cancel the meetings? 

Canceling the meetings may or may not be an option. We would need to know how the meetings are scheduled. If the meetings are scheduled in the bylaws, for instance, and no provision is made for canceling or rescheduling the meetings, they cannot be canceled or rescheduled in advance. If the bylaws have other provisions for scheduling meetings, there may be options for canceling or rescheduling meetings. If it is not possible to cancel or reschedule the meetings in advance, a small number of members could attend and adjourn the meeting to a later date and time (or simply adjourn the meeting).

 

MORE INFO FOR EVERYONE

It may also be prudent for organizations to seek legal counsel, as applicable law may provide other options for organizations in these situations. Additionally, I encourage everyone to put the health and safety of their members first and foremost.

If any of you have follow-up questions, I would encourage each of you to repost your questions as a new topic. While they may be related, they each involve a unique organization with its own set of rules and facts, and it will be easier for everyone to keep things straight if each organization has its own topic.