Change from Teleconference to Video conference

[Mary Ellen]

We are in the process of setting up a disciplinary trial for a member.  The letter with the charges was sent out by certified mail to the defendant which included a number and access code for a teleconference.  Can we change the call from phone to video and send the new information?  If so, how must that correspondence be sent?

Thanks.

[Josh Martin]

47 minutes ago, Mary Ellen said:

We are in the process of setting up a disciplinary trial for a member.  The letter with the charges was sent out by certified mail to the defendant which included a number and access code for a teleconference.  Can we change the call from phone to video and send the new information?  If so, how must that correspondence be sent?

For starters, do your bylaws permit holding meetings by teleconference and/or by videoconference?

If they do, then I think whether and how this can be done depends upon a number of facts which we do not presently have. Please answer the following:

• Is the trial in question being held pursuant to customized disciplinary procedures in the organization's bylaws, or pursuant to the disciplinary procedures in Ch. XX of RONR?
• What is the exact wording of the organization's rules concerning teleconferences and/or videoconference?
• What is the exact wording of the trial resolution concerning the teleconference? (Please at least included the parts relating to the date, time, and manner of holding the trial - the parts relating to the names of members and the society, and the charges and specifications, may be omitted if desired.)
• When you say "Can we change the call," who is "we" referring to?
• Is the trial being held at a regular or special meeting?
• What are the organization's rules relating to calling such meetings? (Alternately, if a special meeting is being held, was the special meeting established by the trial resolution itself?) What is the wording of the call of the meeting (if applicable)?

If such a change is possible and is properly adopted, then it would seem to me the rules concerning correspondence of such a change are the same as for sending the initial correspondence concerning the trial. If the organization has its own rules on this matter, those rules should be consulted. If the organization is using the procedures in Ch. XX of RONR, then the text provides that "the secretary immediately sends to the accused, by a method providing confirmation of delivery to his address (such as registered mail with delivery confirmation), a letter notifying him of the date, hour, and place of the trial, containing an exact copy of the charge(s) and specifications with the date of their adoption, and directing him to appear as cited—even if the accused officer or member was present when the resolutions were adopted." (RONR, 11th ed., pg. 663)

RONR does not specify a minimum amount of time for sending such notification, although it notes that "With reference to an appropriate date for which to set the trial, thirty days is a reasonable time to allow the accused to prepare his defense." (RONR, 11th ed., pg. 660)

Depending on whether the trial is being held at a regular or special meeting and the rules governing notice for such meetings, it may also be necessary to send new correspondence to members of the change (and it would likely be desirable to do so even if not strictly required).

Edited August 13, 2020 at 05:28 PM by Josh Martin

[Mary Ellen]

Thank you for your response.  Below are the answers to your questions.

Do your bylaws permit holding meetings by teleconference and/or by videoconference?

Our bylaws do allow for both teleconference and video conference.  The bylaws only reference this with regard to board meetings so we would then turn to RONR for guidance on this.

Is the trial in question being held pursuant to customized disciplinary procedures in the organization's bylaws, or pursuant to the disciplinary procedures in Ch. XX of RONR?

It is a combination of both with the procedures in our bylaws superseding RONR.  Our bylaws do not mention change of venue or in this case medium so we would use RONR.  Here is what our bylaws state, "The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any other special rules of order the Club may adopt."

What is the exact wording of the organization's rules concerning teleconferences and/or videoconference?

Meetings of the Board are defined as gatherings where attendees see and/or hear each other. This includes meeting (in person) “physically” in the same room or conducting a meeting by video conference or teleconference.  This is the only reference in our bylaws so we would use RONR for further clarification.

What is the exact wording of the trial resolution concerning the teleconference? (Please at least included the parts relating to the date, time, and manner of holding the trial - the parts relating to the names of members and the society, and the charges and specifications, may be omitted if desired.)

...A hearing has been fixed for Thursday, August 27, 2020 at 3pm EDT by teleconference call.  The telephone number for the call is XXX-XXX-XXXX, and the access code is XXXXXX#

You may personally appear in your own defense and bring witnesses if desired.  No counsel may attend the hearing...

When you say "Can we change the call," who is "we" referring to?

The Board.

Is the trial being held at a regular or special meeting?

A board meeting that has been called for this purpose as per our bylaws,  "If the Board entertains jurisdiction of the charges, it shall fix a location, date and time for a hearing by the Board or a Committee of not less than three persons on the Board...

What are the organization's rules relating to calling such meetings? (Alternately, if a special meeting is being held, was the special meeting established by the trial resolution itself?) What is the wording of the call of the meeting (if applicable)?

"Other meetings of the Board shall be held at such times and places as are designated by the President or by a majority vote of the entire Board..."

Again, thank you.

 

[Josh Martin]

13 minutes ago, Mary Ellen said:

Our bylaws do allow for both teleconference and video conference.  The bylaws only reference this with regard to board meetings so we would then turn to RONR for guidance on this.

As a general rule, teleconferences and video conferences are prohibited under RONR unless authorized by the bylaws. If the bylaws only reference this with regard to board meetings, other assemblies generally may not meet electronically.

There is an exception for committees which are established outside of the bylaws, in which event electronic meetings may be authorized by a standing rule or by the motion establishing the committee.

"Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, as defined on pages 81–82, a single official gathering in one room or area—of the assembly of its members at which a quorum is present." (RONR, 11th ed., pg. 97)

"As in the case of a board or any assembly, committees that are expressly established by the bylaws can hold a valid electronic meeting only if authorized in the bylaws to do so. A committee that is not expressly established by the bylaws, however, may instead be authorized by a standing rule of the parent body or organization, or by the motion establishing the particular committee, to hold electronic meetings." (RONR, 11th ed., pg. 98)

19 minutes ago, Mary Ellen said:

It is a combination of both with the procedures in our bylaws superseding RONR.  Our bylaws do not mention change of venue or in this case medium so we would use RONR.  Here is what our bylaws state, "The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any other special rules of order the Club may adopt."

It should first be noted that it is not entirely clear to what extent the disciplinary procedures in RONR are applicable if an organization has adopted its own rules governing disciplinary procedures. I will still provide the answers anyway and let the organization determine the extent to which they are applicable.

20 minutes ago, Mary Ellen said:

Meetings of the Board are defined as gatherings where attendees see and/or hear each other. This includes meeting (in person) “physically” in the same room or conducting a meeting by video conference or teleconference.  This is the only reference in our bylaws so we would use RONR for further clarification.

RONR has little in the way of further clarification on meetings by video conference or teleconference. It would be desirable in the long run for the board to adopt additional rules on this matter.

The important thing for the purposes of this thread, however, is that the rule appears to be broad enough that it does not prohibit the change in question.

22 minutes ago, Mary Ellen said:

...A hearing has been fixed for Thursday, August 27, 2020 at 3pm EDT by teleconference call.  The telephone number for the call is XXX-XXX-XXXX, and the access code is XXXXXX#

You may personally appear in your own defense and bring witnesses if desired.  No counsel may attend the hearing...

It should be noted that the rule that "No counsel may attend the hearing" is in conflict with RONR, although as has been previously noted, it is not clear to what extent those rules are applicable to your organization. Under the rules in RONR, the accused has a right to counsel, although the trial body may require that the counsel must be member(s) of the society if desired.

"...the officer or member has the right to be represented by counsel... Defense counsel can be attorney(s) or not, but must be member(s) of the society unless the trial body (that is, the assembly or the trial committee as the case may be) by vote agrees to permit attorney(s) who are not member(s) to act in this capacity." (RONR, 11th ed., pg. 664)

The main thing I was looking for was the specificity of the resolution in regards to the format of the meeting. The resolution certainly seems to be sufficiently specific that changing it to a videoconference would require amending the resolution. As I understand the facts, the board adopted this resolution (which it is authorized to do by the bylaws). The resolution could only be amended by the board, at a regular meeting or at a special meeting called for this purpose. A 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice would be required for adoption.

28 minutes ago, Mary Ellen said:

A board meeting that has been called for this purpose as per our bylaws,  "If the Board entertains jurisdiction of the charges, it shall fix a location, date and time for a hearing by the Board or a Committee of not less than three persons on the Board...

Since the meeting in question was called by resolution, the details of the manner in which the meeting is held may be changed by amending the resolution. As previously noted, the resolution could only be amended by the board, at a regular meeting or at a special meeting called for this purpose. A 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice would be required for adoption.

Is there any requirement for a certain number of days of notice for such meetings?

30 minutes ago, Mary Ellen said:

"Other meetings of the Board shall be held at such times and places as are designated by the President or by a majority vote of the entire Board..."

Is there any requirement for a certain number of days of notice for such meetings?

[Mary Ellen]

28 minutes ago, Josh Martin said:

The important thing for the purposes of this thread, however, is that the rule appears to be broad enough that it does not prohibit the change in question.

 

Thanks.

It should be noted that the rule that "No counsel may attend the hearing" is in conflict with RONR, although as has been previously noted, it is not clear to what extent those rules are applicable to your organization. Under the rules in RONR, the accused has a right to counsel, although the trial body may require that the counsel must be member(s) of the society if desired.

Our bylaws specifically address this.  "The Board or Committee shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard..."

The main thing I was looking for was the specificity of the resolution in regards to the format of the meeting. The resolution certainly seems to be sufficiently specific that changing it to a videoconference would require amending the resolution. As I understand the facts, the board adopted this resolution (which it is authorized to do by the bylaws). The resolution could only be amended by the board, at a regular meeting or at a special meeting called for this purpose. A 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice would be required for adoption.

Okay, thanks.

Since the meeting in question was called by resolution, the details of the manner in which the meeting is held may be changed by amending the resolution. As previously noted, the resolution could only be amended by the board, at a regular meeting or at a special meeting called for this purpose. A 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice would be required for adoption.

Thanks.

Is there any requirement for a certain number of days of notice for such meetings?

The only reference to time is the word "promptly".

Thank you for your help in this matter. 

 

[Josh Martin]

Just now, Mary Ellen said:

Is there any requirement for a certain number of days of notice for such meetings?

The only reference to time is the word "promptly".

Okay. Then I guess in addition to the new correspondence to the accused, a new notice will need to be "promptly" sent to board members.

1 minute ago, Mary Ellen said:

Our bylaws specifically address this.  "The Board or Committee shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard..."

Got it. That answers that question.

I would also note that you may need to refer to your own rules to see whether any sort of notice to the "complainant" is required. RONR is silent on that subject since there is no "complainant" in RONR - only the society itself may prefer charges.

[Mary Ellen]

Got it.  Thanks.