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Guest Gretchen

Can a Board Directive authorize electronic meetings

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Guest Gretchen

The coronavirus has caused many organizations to re-evaluate whether they want to admit electronic meetings.  Our unit is an affiliate unit of a national organization which has adopted RONR as its parliamentary authority. The supreme governing body of our national organization is its convention (which meets only biennially). Recently our Board of Directors had an in person meeting and voted to authorize all of its affiliate units to conduct electronic meetings (no other guidelines were given). The national bylaws and its special rules of order are silent on electronic meetings and so are those of our affiliate unit. My question is “does this authorization have to be done by a bylaw amendment” in the national bylaws. Thanks!   

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It has to be done by bylaw. Whether it needs to be done in the national bylaws or could be in the affiliate bylaws depends on other aspects of the structure. But it cannot be done by a board decision in the circumstances you describe.

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21 hours ago, Guest Gretchen said:

The coronavirus has caused many organizations to re-evaluate whether they want to admit electronic meetings.  Our unit is an affiliate unit of a national organization which has adopted RONR as its parliamentary authority. The supreme governing body of our national organization is its convention (which meets only biennially). Recently our Board of Directors had an in person meeting and voted to authorize all of its affiliate units to conduct electronic meetings (no other guidelines were given). The national bylaws and its special rules of order are silent on electronic meetings and so are those of our affiliate unit. My question is “does this authorization have to be done by a bylaw amendment” in the national bylaws. Thanks!   

 

21 hours ago, Joshua Katz said:

It has to be done by bylaw. Whether it needs to be done in the national bylaws or could be in the affiliate bylaws depends on other aspects of the structure. But it cannot be done by a board decision in the circumstances you describe.

I concur with my colleague as a parliamentary matter, however, there are a few caveats I would add that may warrant further investigation or discussion with the national organization before taking this answer at face value:

  • It is possible that, although the national organization has nothing in its bylaws explicitly on this matter, that the organization has rules in its bylaws authorizing the board to suspend certain rules, or provides that rules of the national organization other than the bylaws take precedence over the bylaws of subordinate organizations.
  • It is possible that applicable state law or an applicable executive order provides that organizations are authorized to meet electronically, either generally or in these unusual circumstances. If such laws permit the bylaws to prohibit electronic meetings, adoption of RONR in the bylaws is sufficient for such a prohibition so far as RONR is concerned, but whether this is correct as a matter of law is beyond the scope of this forum.

Failing either of the above, I would advise that if the subordinate organizations (or the national organization, for that matter), choose to conduct business in this manner, then these are actions of the individuals, not of the organization, unless and until they are ratified at a properly called meeting, in person, with a quorum present. To that end, I would advise the following:

  • Conduct only business which is absolutely necessary and time-sensitive.
  • Strive for agreement from the greatest number of members possible, to increase the chances that these actions will later be ratified.
  • When the organization is able to properly meet again, adopt motions ratifying any business conducted by individuals by electronic means.

It may also be prudent for the subordinate organization, the national organization, or both to consult an attorney for legal advice on these matters.

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