Deliberately acting in defiance of the bylaws

[Alex Meed]

Our bylaws do not authorize electronic meetings and have a quorum of 5. In light of present difficulties with arranging physical meetings, we are considering an amendment to allow electronic meetings under certain circumstances. My plan as the president was to call a special meeting, give notice of the amendment in the call of that meeting, and get five people to hang out on a street corner for a minute or two to adopt the amendment.

However, because our university has moved classes online and closed its residence halls, many of our members have left town, and it seems impossible to make quorum. Therefore, I am considering deliberately holding an illegitimate meeting (either an inquorate meeting or an electronic meeting), adopting the amendment at that meeting, and then continuing to meet electronically until the circumstances allow an in-person meeting. At that in-person meeting, the actions taken to adopt the amendment, and at subsequent electronic meetings, would hopefully be ratified; the ratified actions would likely include the election of the officers who would be serving at the time of the ratification.

Is this procedure sound, apart from the obvious fact that the actions taken at future electronic meetings would technically be illegitimate unless they are ratified? Is there a simpler method of achieving this result? I should note our board is already authorized to meet electronically, but not to amend the bylaws.

[Josh Martin]

4 hours ago, Alex M. said:

Is this procedure sound, apart from the obvious fact that the actions taken at future electronic meetings would technically be illegitimate unless they are ratified?

Yes. Note that motions to ratify have the same requirements as the action they are seeking to ratify. For instance, if amending your bylaws requires notice, the motion to ratify will as well.

I would note that "technically be illegitimate" is underselling it a bit. Such actions are illegitimate, and are actions of individuals rather than of the organization unless and until they are ratified, and the individuals are responsible for them should the organization refuse to ratify them. I understand that these are unusual circumstances and such actions may be warranted, but it is important to be clear about the nature and potential consequences of these actions.

4 hours ago, Alex M. said:

Is there a simpler method of achieving this result?

No.

[J. J.]

Agreeing completely with my colleague, I would note something similar (but not identical) was suggested by General Robert in his work Parliamentary Law (p. 452, Question 107).

It would advisable to contact as many members as possible and ask them if they would support such action. 

Edited March 20, 2020 at 03:08 PM by J. J.