Bylaws-Waiving required meeting?

[Guest Kristi Wollam]

Bylaws state the following, however during the month of March there was no meeting due to COVID-19 and the previously disallowed electronic meetings.  The bylaws have since been revised to include electronic meetings but how can the Board deal with missing the March meeting?  Can it be waived by a Board motion?

SECTION 5                            The Board shall meet every fourth Tuesday of each month at a conveniently arranged space and time except the months of July and December. During these times and any situation requiring immediate action the Executive Committee shall handle any and all organizational business required to be transacted.  The Executive Committee shall report back to the full board at the next scheduled meeting any business transacted during these times.   All monthly Board minutes shall be maintained and kept in the Agency’s files for seven (7) years.

 

Remote Electronic Board meetings and voting shall be allowed only when face-to-face meetings are not a viable option (e.g., during natural disasters or public health emergencies, etc.) as determined by the Executive Committee in consultation with the Chief Executive Officer.

 

These meetings shall be accepted as regular meetings.  Any remote Board meeting may be conducted by one or more means of electronic communication through which all of the members may participate, if the number of members participating constitute a quorum. Participation in the meeting by this means shall constitute member presence.

[Joshua Katz]

3 minutes ago, Guest Kristi Wollam said:

Bylaws state the following, however during the month of March there was no meeting due to COVID-19 and the previously disallowed electronic meetings.  The bylaws have since been revised to include electronic meetings but how can the Board deal with missing the March meeting?  Can it be waived by a Board motion?

 

Bylaw requirements cannot be suspended (with certain exceptions not likely applicable here). But there's really no need to do anything, anyway. You didn't meet in March and nothing can change that. The organization should just move forward.

[Josh Martin]

10 minutes ago, Guest Kristi Wollam said:

Bylaws state the following, however during the month of March there was no meeting due to COVID-19 and the previously disallowed electronic meetings.  The bylaws have since been revised to include electronic meetings...

I'm somewhat unclear on how this occurred if the society was unable to meet. Was the organization later able to meet (in person, with a quorum present) to amend the bylaws, in accordance with the rules in the bylaws concerning their amendment?

10 minutes ago, Guest Kristi Wollam said:

The bylaws have since been revised to include electronic meetings but how can the Board deal with missing the March meeting?

There is no way (or need) to "deal with" the missing March meeting. What could (and should) have been done at the time was to hold a meeting anyway and have a very small number of persons (perhaps even one person) show up. The meeting could have been called for the member's home to make it easier. An inquorate meeting still satisfies the requirement that the meeting be held, even although the assembly won't be able to do much.

Since this was not done, there's no way to fix it now. The organization failed to comply with its bylaws by missing the March meeting, but there isn't anything that can be done about it now.

10 minutes ago, Guest Kristi Wollam said:

Can it be waived by a Board motion?

No. Rules in the bylaws pertaining to when meetings are held may not be waived unless the bylaws provide a mechanism for this (and it does not appear that they do). Additionally, even if the bylaws contained such a mechanism, they usually don't provide a way to cancel a meeting in the past.

Edited June 23, 2020 at 06:05 PM by Josh Martin