If a suggestion is submitted via eMail (due to the Covid-19 Plague) if no one responds is the suggestion adopted?

[Guest Jesse In STL]

I am a new board member of a Wood turning group in St. Louis.  Article 14 of our by-laws says we must conducted in accordance with Robert's Rules.  Our treasurer sent an eMail suggesting that we purchase Zoom professional on a monthly basis for "virtual" meetings (both board and general membership).  None of the other board members + the one non board member that the eMail was sent to responded to the eMail.  Does this lack of response constitute board approval?  When I objected to the eMail and assumption of approval I was verbally attacked.

[Dan Honemann]

Just now, Guest Jesse In STL said:

I am a new board member of a Wood turning group in St. Louis.  Article 14 of our by-laws says we must conducted in accordance with Robert's Rules.  Our treasurer sent an eMail suggesting that we purchase Zoom professional on a monthly basis for "virtual" meetings (both board and general membership).  None of the other board members + the one non board member that the eMail was sent to responded to the eMail.  Does this lack of response constitute board approval?  When I objected to the eMail and assumption of approval I was verbally attacked.

If your bylaws do not authorize your board or general membership to meet electronically, then the rules in RONR tell you that neither may do so.

[Josh Martin]

6 minutes ago, Guest Jesse In STL said:

I am a new board member of a Wood turning group in St. Louis.  Article 14 of our by-laws says we must conducted in accordance with Robert's Rules.  Our treasurer sent an eMail suggesting that we purchase Zoom professional on a monthly basis for "virtual" meetings (both board and general membership).  None of the other board members + the one non board member that the eMail was sent to responded to the eMail.  Does this lack of response constitute board approval?  When I objected to the eMail and assumption of approval I was verbally attacked.

Unless authorized by the organization's bylaws, the organization may not conduct its business by email (or by Zoom, for that matter), whether or not there are objections.

If the organization's rules authorize conducting business in this manner, then those rules should answer your question.

[Guest Jesse in STL]

" Does this lack of response constitute board approval?  When I objected to the eMail and assumption of approval I was verbally attacked."

Ignoring the question of eMail.  What about my question about no reply / response considered a "YES" vote?

 

BTW I support video conferencing or eMail to conduct business.

[Josh Martin]

15 minutes ago, Guest Jesse in STL said:

" Does this lack of response constitute board approval?  When I objected to the eMail and assumption of approval I was verbally attacked."

Ignoring the question of eMail.  What about my question about no reply / response considered a "YES" vote?

It is rather difficult to ignore the question of email.

For what it is worth, it is possible to conduct business by "unanimous consent" in RONR. In such circumstances, although a failure to reply is not considered a "Yes" vote, the effect is similar. It is important to note that a key step in this process is for the chairman to ask whether there are any objections, so that members know that they have the right to object if they wish to do so. See RONR, 11th ed., pgs. 54-56.

I don't know to what extent, however, this answer is applicable to email voting, since it's a very different process. In an in-person meeting (or even in a meeting conducted by teleconference), it can be ascertained quite easily whether members are objecting or not, since they have all heard what the chair has said and can promptly respond if they wish to do so. When meetings are conducted by email, however, it's not clear whether a failure to respond means that the member is not objecting or means that they simply haven't read the email yet. As a result, assemblies which authorize conducting business by email really should adopt their own rules governing that procedure, in order to address questions like this one.

"A group that attempts to conduct the deliberative process in writing—such as by postal mail, electronic mail (e-mail), or facsimile transmission (fax)—does not constitute a deliberative assembly. When making decisions by such means, many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also pp. 97–99)." (RONR, 11th ed., pg. 1, footnote)

15 minutes ago, Guest Jesse in STL said:

BTW I support video conferencing or eMail to conduct business.

Okay, but using video conferencing or email to conduct business is not permitted unless these method(s) are authorized by your bylaws, whether you support it or not.

Edited April 30, 2020 at 05:48 PM by Josh Martin

[Chris Harrison]

Was this "suggestion" an actual motion to purchase Zoom or merely to open up the issue to discussion?  Also, was there any deadline mentioned on when the discussion/vote would be finished?

In either case there is nothing in RONR that would support that lack of response would mean that everyone was in favor of it (indeed it might be that everyone thought the idea was so absurd that it didn't even deserve a response).  However, depending on the circumstances that position may be a bit more reasonable than it normally might be.

[Josh Martin]

1 minute ago, Chris Harrison said:

In either case there is nothing in RONR that would support that lack of response would mean that everyone was in favor of it (indeed it might be that everyone thought the idea was so absurd that it didn't even deserve a response).  However, depending on the circumstances that position may be a bit more reasonable than it normally might be.

Well, it would be a reasonable position if the circumstance is that the chairman asked something to the effect of "Is there any objection to purchasing Zoom professional on a monthly basis for "virtual" meetings?"

Although as noted above, there are complications involved with conducting business by email (even if it is authorized by the bylaws, and we have not yet been told whether it is). There is also the matter that the motion itself is to purchase software for videoconferencing, and we haven't been told whether that is authorized either.

[Guest Jesse In STL]

57 minutes ago, Chris Harrison said:

Was this "suggestion" an actual motion to purchase Zoom or merely to open up the issue to discussion?  Also, was there any deadline mentioned on when the discussion/vote would be finished?

In either case there is nothing in RONR that would support that lack of response would mean that everyone was in favor of it (indeed it might be that everyone thought the idea was so absurd that it didn't even deserve a response).  However, depending on the circumstances that position may be a bit more reasonable than it normally might be.

Treasurer on 4-26:  I believe that we will be doing at least one more remote demonstration from home and possibly more / even doing remote sharing when we return to CJAP.  I am requesting Board approval to subscribe to Zoom for the Pro package that will give us unlimited time for our meeting and 100 participants.  Even though there is a discount for a yearly purchase with the month off for the picnic and the month off in Dec, it is about a wash.  If we want to continue then we could look into a yearly subscription after the first couple of meetings.

 

Treasurer on 4-29: 

I have not heard from anyone -----

I will go ahead with purchase of the Zoom Pro account to prepare for the May meeting.  OK?

I would also like to set up a Zoom meeting with W and J to discuss what / how we need to get the AV set up ready to go at CJAP when we re-launch.

 

My Response as Secretary on 4-29: I don't see a non-response as an affirmative vote.  I certainly did not intend my non-response that way.  Why don't you offer it as a motion to the board, a board member can second it and then board members can have a fixed amount of time to respond?  If the majority of board members respond positively then the motion would carry and you would have board support to spend WTSTL's money.  Without proper procedure I will oppose any spending of money.

 

Treasurer's response on 4-29: 

I thought that my statement was basically a motion.  Majority response from the Board would be a second and concurrence. 

For Jesse’s sake and proper procedure: I make a motion that the WTSTL purchase the Pro version of Zoom.  Do I have a second?  And your vote aye or nay.

 

 

After this exchange then the various board members responded by seconding the motion and they voting Aye.

 

Am I being seriously unreasonable to ask for a motion, second, and then an actual vote of Yes or No?

Are most boards this relaxed in their procedures?

[Josh Martin]

4 minutes ago, Guest Jesse In STL said:

Am I being seriously unreasonable to ask for a motion, second, and then an actual vote of Yes or No?

As I must reiterate again, voting by email is prohibited unless authorized by the bylaws. If it is authorized, the organization should adopt its own rules for the procedure. If it is not authorized, all other questions regarding email voting are moot.

With that said, to the extent that email voting is authorized by the bylaws and that such a request is in accordance with the organization's rules governing email voting, I do not think it is unreasonable, "to ask for a motion, second, and then an actual vote of Yes or No?" Under the procedures for unanimous consent in RONR, a member has the right to demand a formal motion and vote, although it is not clear whether (or to what extent) those procedures are applicable to email voting.

I would also add that, under the small board rules (RONR defines a "small" board as one in which there are not more than about a dozen members), seconds are not required, although it is ultimately up to the board to choose to what extent it uses the small board rules.

7 minutes ago, Guest Jesse In STL said:

Are most boards this relaxed in their procedures?

Yes, in my experience. The fact that "most" boards do something a particular way, however, doesn't mean it's a good thing.

[Gary Novosielski]

11 hours ago, Guest Jesse In STL said:

Treasurer on 4-26:  I believe that we will be doing at least one more remote demonstration from home and possibly more / even doing remote sharing when we return to CJAP.  I am requesting Board approval to subscribe to Zoom for the Pro package that will give us unlimited time for our meeting and 100 participants.  Even though there is a discount for a yearly purchase with the month off for the picnic and the month off in Dec, it is about a wash.  If we want to continue then we could look into a yearly subscription after the first couple of meetings.

 

Treasurer on 4-29: 

I have not heard from anyone -----

I will go ahead with purchase of the Zoom Pro account to prepare for the May meeting.  OK?

I would also like to set up a Zoom meeting with W and J to discuss what / how we need to get the AV set up ready to go at CJAP when we re-launch.

 

My Response as Secretary on 4-29: I don't see a non-response as an affirmative vote.  I certainly did not intend my non-response that way.  Why don't you offer it as a motion to the board, a board member can second it and then board members can have a fixed amount of time to respond?  If the majority of board members respond positively then the motion would carry and you would have board support to spend WTSTL's money.  Without proper procedure I will oppose any spending of money.

 

Treasurer's response on 4-29: 

I thought that my statement was basically a motion.  Majority response from the Board would be a second and concurrence. 

For Jesse’s sake and proper procedure: I make a motion that the WTSTL purchase the Pro version of Zoom.  Do I have a second?  And your vote aye or nay.

 

 

After this exchange then the various board members responded by seconding the motion and they voting Aye.

 

Am I being seriously unreasonable to ask for a motion, second, and then an actual vote of Yes or No?

Are most boards this relaxed in their procedures?

The entire thing is preposterous, since none of this is permitted if the rules in RONR apply. 

• There was no properly called meeting
• The bylaws (as far as we know) do not authorize on-line meetings, and written e-mail "meetings" are not meetings at all.
• A suggestion is not a motion, and did not occur during a meeting.
• A vote was not taken, and no unanimous consent was sought, and either would have to occur at a meeting.
• Failing to respond to a vote is an abstention, not a yes vote.
• A single objection is enough to defeat a unanimous consent request.
• None of this matters because there was no meeting!

So the treasurer can go ahead and spend his own money on the software, in the hope that someday a meeting will take place and the purchase will be ratified, but it is going to take a bylaws amendment to meet via Zoom, and that process can't take place over Zoom until it takes place in person.