Amending Bylaws to Allow Zoom/Remote Business Meeting

[Guest Marni Baum]

I am a Parlementarian for a church whose bylaws say the membership meetings are to run according to Robert's Rules of Order.  We have yet to amend the Bylaws to allow for remote membership meeting such via Zoom or WebEx.  How can we amend our bylaws to allow for remote membership meetings when we are not allowed to meet in person (and we do not know how this inability to meeting in person will last)?  Can we put forward an amendment to the Bylaws at a Zoom membership meeting for such amendment, and then at some point in the future have that amendment ratified?  Please advise.

Thank you.

[Dan Honemann]

12 minutes ago, Guest Marni Baum said:

I am a Parlementarian for a church whose bylaws say the membership meetings are to run according to Robert's Rules of Order.  We have yet to amend the Bylaws to allow for remote membership meeting such via Zoom or WebEx.  How can we amend our bylaws to allow for remote membership meetings when we are not allowed to meet in person (and we do not know how this inability to meeting in person will last)?  Can we put forward an amendment to the Bylaws at a Zoom membership meeting for such amendment, and then at some point in the future have that amendment ratified?  Please advise.

Thank you.

I'm afraid you are out of luck as far as amending your bylaws is concerned. What, exactly, is it that you need to do before being able to meet again?

 

[Guest Marni Baum]

According to our bylaws, we are to hold 3 membership meetings a year.  We are holding one tonight via Zoom; we also have in our bylaws that the meetings are to be conducted according to Robert's Rules of Order.  So, we recognize the bind we're in.  Tonight's meeting just has one motion, which is to approve adding a small amount of expense to the already approved budget plus having the normal bylaw-prescribed reports.

[Gary Novosielski]

Just now, Guest Marni Baum said:

According to our bylaws, we are to hold 3 membership meetings a year.  We are holding one tonight via Zoom; we also have in our bylaws that the meetings are to be conducted according to Robert's Rules of Order.  So, we recognize the bind we're in.  Tonight's meeting just has one motion, which is to approve adding a small amount of expense to the already approved budget plus having the normal bylaw-prescribed reports.

Unless your bylaws authorize electronic meetings, this is not a properly-called meeting, and no such expenses may be approved, nor reports received.

[Josh Martin]

13 minutes ago, Guest Marni Baum said:

According to our bylaws, we are to hold 3 membership meetings a year.  We are holding one tonight via Zoom; we also have in our bylaws that the meetings are to be conducted according to Robert's Rules of Order.  So, we recognize the bind we're in.  Tonight's meeting just has one motion, which is to approve adding a small amount of expense to the already approved budget plus having the normal bylaw-prescribed reports.

Electronic meetings are not permitted unless authorized in the bylaws. If the "meeting" nonetheless proceeds, it is not a formal meeting of the society, and it does not satisfy the requirement to hold the meeting in the bylaws. If the board or the society's officers nonetheless carry out the actions in regard to the budget, those actions will need to be ratified by the member at a later, in-person meeting with a quorum present. The board and officers would be taking these actions at their own personal risk, and there could be severe consequences for them if the actions are not ratified. Similarly, reports can only be properly given at a regular or properly called in-person meeting with a quorum present, so the reports will need to be given again at a later meeting.

I would note that to the extent meetings are being held solely for the purpose of complying with the bylaws requirement to hold three membership meetings a year, this could instead be accomplished by calling a meeting at a physical location (such as one of the members' homes) and having only a single member (probably the one who lives there) show up to the meeting. A meeting without a quorum still satisfies the requirement in the bylaws that a meeting be held. Additionally, certain actions may be taken even in the absence of a quorum, such as adopting motions to adjourn or to set up an adjourned meeting.

Edited May 18, 2020 at 07:03 PM by Josh Martin

[Atul Kapur]

31 minutes ago, Guest Marni Baum said:

According to our bylaws, we are to hold 3 membership meetings a year.  We are holding one tonight via Zoom; we also have in our bylaws that the meetings are to be conducted according to Robert's Rules of Order.  So, we recognize the bind we're in.  Tonight's meeting just has one motion, which is to approve adding a small amount of expense to the already approved budget plus having the normal bylaw-prescribed reports.

As this will not be a properly held meeting, I see two options when you are able to hold a proper meeting.

a) vote to approve the expense (this will be the official vote of approval) which retroactively authorizes the payment.

b) vote to ratify the actions of the officer who signed the cheque paying the expense.

 

[smb]

1.  It is beyond the scope of this forum, but if your church is incorporated you should confer with an attorney in your state. Some state nonprofit laws authorize electronic meetings even if your bylaws do not.

2. When you are able amend your bylaws, here is some sample language.  Note that this language is very broad and should be adapted to meet your congregation's needs:  

"A meeting of the members may be conducted, in whole or in part, by teleconference or videoconference provided reasonable measures are taken to permit all members not physically present to hear [and see] the proceedings concurrently.  The [Board of Directors/Committee] shall [adopt/recommend] special rules of order for the conduct of such meetings to provide for proper notice, verifying membership, assignment of the floor and debate, voting, and any other procedures necessary for an orderly meeting.

3. As the last sentence above implies, just authorizing a virtual meeting isn’t enough. There are practical problems that must be addressed in order to run an orderly meeting that respects member rights.  There are other posts in this forum that discuss those issues in greater detail. 

 

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