Electronic Meetings vs. State Law?

[Guest Presbyterian Politician]

Many corporate bodies in our region, organized under the laws of the State of California, have received ambiguous guidance stating that electronic meetings are implicitly provisional (decisions are non-binding therein) without an explicit provision in the bylaws / standing rules, citing the default rules of order as governed by RONR, which states that authorization of such (electronic) meetings, always requires a bylaw provision [RONR (11th ed.), pp. 97–99].  There is no such provision in our bylaws to allow electronic meetings, however, the state of incorporation (California) has an explicit allowance for such (cf. CORP T1 D2 P4 C4 Article 9411)

Some, including myself, understand the "precedent of order" within parliamentary procedure to yield to the rule of a higher body, especially the "law of the land" in which the entity is chartered.  So, in this case, where the State of California Corporate Code for nonprofits and religious organizations explicitly allows for electronic meetings, "unless prohibited by the bylaws", and where no such prohibition exists in our bylaws (i.e. standing rules), it stands to reason that the provision of California laws wins over the underlying rules of order... yes?   

[Rob Elsman]

Matters of California state law need to be taken up with an attorney who is familiar with it.

[Gary Novosielski]

I am not a lawyer, and one should be consulted before relying on a fast reading of that article.

I did a fast read and noticed that it does not apply if there is a prohibition against electronic meetings in the bylaws.  If RONR is your parliamentary authority, a case could be made that this is a prohibition.

That's why you need a legal expert.  It may be that this provision has been tested in court.

[Josh Martin]

9 hours ago, Guest Presbyterian Politician said:

Many corporate bodies in our region, organized under the laws of the State of California, have received ambiguous guidance stating that electronic meetings are implicitly provisional (decisions are non-binding therein) without an explicit provision in the bylaws / standing rules, citing the default rules of order as governed by RONR, which states that authorization of such (electronic) meetings, always requires a bylaw provision [RONR (11th ed.), pp. 97–99].  There is no such provision in our bylaws to allow electronic meetings, however, the state of incorporation (California) has an explicit allowance for such (cf. CORP T1 D2 P4 C4 Article 9411)

Some, including myself, understand the "precedent of order" within parliamentary procedure to yield to the rule of a higher body, especially the "law of the land" in which the entity is chartered.  So, in this case, where the State of California Corporate Code for nonprofits and religious organizations explicitly allows for electronic meetings, "unless prohibited by the bylaws", and where no such prohibition exists in our bylaws (i.e. standing rules), it stands to reason that the provision of California laws wins over the underlying rules of order... yes?   

So far as RONR and the common parliamentary law are concerned, if the organization has adopted RONR as its parliamentary authority, then the prohibition in RONR counts as "prohibited by the bylaws."

Whether this is correct so far as the California Corporate Code is concerned, however, is a question for an attorney.