Unofficial FAQ: Electronic meetings to replace in-person meetings

[Nathan Zook]

On 4/2/2020 at 3:48 PM, Guest Gary said:

Would there be a reason for an organization to specify a certain edition so that it can review changes on new editions prior to adopting them? To understand the ramifications on the organization?

I am actually strongly in favor of this.  The pattern has been for the new version of RONR to be released in August on years which are even numbered.  For politically-oriented organizations this is approximately the worst possible time to introduce (even the possibility of) procedural changes.  An organization that was in the middle of a nominating period for electing its officers might similarly be disadvantaged.

For such an organization, it would seem sensible to provide for the automatic change to occur not upon the release of a new addition, but after some organizational milestone following the release.  For instance, following the annual meeting, or for the organizational meeting.

I believe I'm in the minority on this, however.

[Josh Martin]

9 hours ago, Nathan Zook said:

I am actually strongly in favor of this.  The pattern has been for the new version of RONR to be released in August on years which are even numbered.  For politically-oriented organizations this is approximately the worst possible time to introduce (even the possibility of) procedural changes.  An organization that was in the middle of a nominating period for electing its officers might similarly be disadvantaged.

For such an organization, it would seem sensible to provide for the automatic change to occur not upon the release of a new addition, but after some organizational milestone following the release.  For instance, following the annual meeting, or for the organizational meeting.

I believe I'm in the minority on this, however.

Oh, you're definitely in the minority on it.

I still do not believe this is a serious concern, for multiple reasons:

• It should first be noted that the basic premise that "The pattern has been for the new version of RONR to be released in August on years which are even numbered." is incorrect. Of the soon to be 12 editions of RONR, only six have been released in even-numbered years - the 1st and 2nd editions in 1876, the 7th edition in 1970, the 9th edition in 1990, the 10th edition in 2000, and now the 12th edition in 2020. The other six were released in odd-numbered years. Additionally, I have not found anything suggesting that any of the editions which have so far been released in even-numbered years were released in August. So not much of a pattern. I do believe the 11th edition (which is the only one released during my time as a parliamentarian) was released around the same time of year, but it was released in 2011 - an odd-numbered year.
• Even the 12th edition is not being released until the very end of August. It is scheduled to be unveiled at the National Training Conference for the National Association of Parliamentarians, which is currently scheduled for August 28th-30th, which is after all of the national party conventions are done. Additionally, it seems the edition will not be widely available until September 1st (the date currently listed on Amazon).
• Even in the event that a new edition was released shortly before (or even during) a convention, the changes between new editions, while important, are not earth-shattering and certainly not a cause for panic.

With all that said, in the event an organization really feels it is necessary to be concerned about these matters, I at least prefer your proposed rule to the suggestion to specify a particular edition, since in this proposed rule the transition still occurs automatically (albeit with a delay) rather than relying on the membership to remember to update the bylaws.

[Caryn Ann Harlos]

On 6/1/2020 at 10:40 PM, Nathan Zook said:

I am actually strongly in favor of this.  The pattern has been for the new version of RONR to be released in August on years which are even numbered.  For politically-oriented organizations this is approximately the worst possible time to introduce (even the possibility of) procedural changes.  An organization that was in the middle of a nominating period for electing its officers might similarly be disadvantaged.

For such an organization, it would seem sensible to provide for the automatic change to occur not upon the release of a new addition, but after some organizational milestone following the release.  For instance, following the annual meeting, or for the organizational meeting.

I believe I'm in the minority on this, however.

The state political party I am part of did just this, so you may be in the minority but not unheard of.  I can post the language if you are interested.

[Captain Ken]

On 5/4/2020 at 9:36 AM, Josh Martin said:

I have just noticed that three new official interpretations have been released on the main site, all particularly relevant to the current situation. These may be of interest for those of us answering questions on this forum, since pandemic-related questions are most of what we get these days.

They relate to 1) ratifying actions taken by officers pursuant to decisions made at an electronic meeting not authorized in the bylaws, 2) the process to authorize a special committee to meet electronically, and 3) the rules governing filling vacancies caused by the inability of the membership to hold an election, where the bylaws provide a fixed term of office.

FYI I'm getting a "404 error" on the official interpretations link above.

Thanks

[Shmuel Gerber]

6 minutes ago, Captain Ken said:

FYI I'm getting a "404 error" on the official interpretations link above.

Thanks

Thanks. Please try this instead: https://robertsrules.com/pandemic-related-official-interpretations/

[Gary Novosielski]

On 9/24/2020 at 9:39 AM, Shmuel Gerber said:

Thanks. Please try this instead: https://robertsrules.com/pandemic-related-official-interpretations/

Interesting that all the citations there are to the 11th edition. Have those really been there since June?

[Shmuel Gerber]

On 9/26/2020 at 8:14 AM, Gary Novosielski said:

Interesting that all the citations there are to the 11th edition. Have those really been there since June?

Well, they were on the old website in May and then transferred to the new website in September.

Edited October 5, 2020 at 02:42 AM by Shmuel Gerber

[NCBorusa]

While it may not be particularly relevant given the most recent elements of the thread, in North Carolina our Governor issued several executive orders which allow, during the COVID crisis in our state, in part...

• A board “in its sole discretion” can determine that all or any part of a member meeting may be conducted by remote communication and remote balloting.
• Association members may participate in the membership meeting by remote communication.

The link to the information page follows and as this article was written by Jim Slaughter, PRP - I personally tend to give it the weighty gravitas it deserves.

http://lawfirmcarolinas.com/blog/new-nc-executive-order-extends-virtual-membership-meetings-through-december-29/

Sorry if this is repetitive, but it has helped my clients and I navigate what to do in particular situations.  Surely when the crisis ends, normalcy will return.  In the interim, this particular this Executive Order has been extended a number of times already.

Cheers!  DAW

reply.txt

Edited December 4, 2020 at 07:18 PM by NCBorusa

[Joshua Katz]

6 hours ago, NCBorusa said:

Surely when the crisis ends, normalcy will return. 

I'm not so sure. In some areas, I tend to think we have done what we were going to do over the next 20 years, but we've done it in one year. I don't think certain things will go back.

[anon]

On 12/4/2020 at 5:41 PM, Joshua Katz said:

I'm not so sure. In some areas, I tend to think we have done what we were going to do over the next 20 years, but we've done it in one year. I don't think certain things will go back.

I agree. After shopping around for new condominium management companies, it has become clear to me they most of these businesses want to do business on the internet and the prospect of going back is unprofitable.

And this is just like every other information technology evolution - we jump in by the seat of our pants and try to make it work. Then deal with the mess when we must or as we can.

[J. J.]

Retroactivity

[NCBorusa]

On 12/4/2020 at 8:41 PM, Joshua Katz said:

I'm not so sure. In some areas, I tend to think we have done what we were going to do over the next 20 years, but we've done it in one year. I don't think certain things will go back.

Seeing this now, I retract that statement.  I firmly believe that you are right.   This IS the new normal.  Now that our clients have started to become accustomed to these electronic meetings, it's unlikely they will ever go away.    

Aren't we supposed to have flying cars by now?

DAW

[Shmuel Gerber]

5 hours ago, NCBorusa said:

Aren't we supposed to have flying cars by now?

You might consider this a flying car, although it's actually more a driving plane.

https://youtu.be/kyj5WpkuiHI

https://www.pal-v.com/en/purchase?country=US#purchase-section

[Guest Randi G]

On 3/15/2020 at 3:55 PM, Shmuel Gerber said:

Question 2: What about meetings of the membership of an organization?

Answer: The same rule applies: Meetings of the membership can be held by conference call, or other electronic means, only if such meetings are authorized in the bylaws.

RONR states as follows:

“Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, … a single official gathering in one room or area—of the assembly of its members at which a quorum is present.

“Among some organizations, there is an increasing preference, especially in the case of a relatively small board or other assembly, to transact business at electronic meetings—that is, at meetings at which, rather than all participating members being physically present in one room or area as in traditional (or "face-to-face") meetings, some or all of them communicate with the others through electronic means such as the Internet or by telephone. A group that holds such alternative meetings does not lose its character as a deliberative assembly … so long as the meetings provide, at a minimum, conditions of opportunity for simultaneous aural communication among all participating members equivalent to those of meetings held in one room or area. Under such conditions, an electronic meeting that is properly authorized in the bylaws is treated as though it were a meeting at which all the members who are participating are actually present.

“If electronic meetings are to be authorized, it is advisable to adopt additional rules pertaining to their conduct.…” [RONR (11th ed.), p. 97, lines 9-32]

If electronic meetings are authorized, which state laws govern this? Do the laws of the state of incorporation apply or the laws of the state of the person hosting the electronic meeting apply? This is for a non-profit organization with members scattered across the United States.

[Dan Honemann]

On 9/1/2021 at 6:39 PM, Guest Randi G said:

If electronic meetings are authorized, which state laws govern this? Do the laws of the state of incorporation apply or the laws of the state of the person hosting the electronic meeting apply? This is for a non-profit organization with members scattered across the United States.

This is a question for a lawyer to answer (although a pretty easy one), not a parliamentarian.

[Shmuel Gerber]

On 9/1/2021 at 6:44 PM, Daniel H. Honemann said:

This is a question for a lawyer to answer (although a pretty easy one), not a parliamentarian.

Do you know any easy lawyers who could help? 🙂

[Gary Novosielski]

On 9/1/2021 at 6:57 PM, Shmuel Gerber said:

Do you know any easy lawyers who could help? 🙂

Well, pretty easy.

[Guest Donna Ferguson]

If you can't meet in person because of COVID.. how do you get your by laws changed to have electronic meetings??

[J. J.]

On 9/16/2021 at 10:15 AM, Guest Donna Ferguson said:

If you can't meet in person because of COVID.. how do you get your by laws changed to have electronic meetings??

You take a chance that action will be authorized at a later date.  Some of the articles cited should give you some ideas. 

https://www.academia.edu/44999626/NP_44_Retroactivity

Edited September 16, 2021 at 05:58 PM by J. J.

[M Goodman]

On 3/15/2020 at 5:40 PM, Shmuel Gerber said:

OPTION #3. Informal electronic meeting without the transaction of business.
Organizations whose bylaws do not authorize the holding of meetings via electronic means may hold an informal gathering of members via electronic means. At such a gathering, the transaction of business would NOT be in order, but the gathering could incorporate parliamentary workshops, Q&A sessions, and informal discussions. In such a gathering, if the members decided upon any business to undertake in the name of the organization, such action would NOT be the action of the organization unless it was later ratified at a meeting in accordance with the organization’s governing documents.

Does RONR state anything such as this? If so could you point me to the section (s) that address this?

Thank you!

Mary

[Gary Novosielski]

Yes; the motion to Ratify is discussed in RONR (12th ed.) 10:54-57.