Jane Doe Posted August 20, 2020 at 04:43 PM Report Share Posted August 20, 2020 at 04:43 PM (edited) Can a board change the meeting last minute from an in person meeting to a zoom meeting, they changed same the day of the meeting? They cited "personal reasons". Edited August 20, 2020 at 04:44 PM by Jane Doe Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted August 20, 2020 at 05:02 PM Report Share Posted August 20, 2020 at 05:02 PM 12 minutes ago, Jane Doe said: Can a board change the meeting last minute from an in person meeting to a zoom meeting, they changed same the day of the meeting? They cited "personal reasons". This could be problematic for several reasons. Let's start with the main one: Do your bylaws permit meeting electronically, whether by Zoom or other electronic means? If not, then electronic meetings are not authorized at all per the rules in RONR. Secondly, was notice provided that the meeting would be in person? If so, changing it at the last minute to a Zoom meeting, especially if the change prevents any members from being able to attend, could be another problem. Who changed the meeting? The president/chair? Does that person have that authority? My time is limited at the moment, but I'm confident others will weigh in with more questions, caveats and answers once you provide some additional information. Quote Link to comment Share on other sites More sharing options...
Jane Doe Posted August 20, 2020 at 05:08 PM Author Report Share Posted August 20, 2020 at 05:08 PM The board just sent an email to everyone! Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted August 20, 2020 at 05:13 PM Report Share Posted August 20, 2020 at 05:13 PM (edited) 30 minutes ago, Jane Doe said: Can a board change the meeting last minute from an in person meeting to a zoom meeting, they changed same the day of the meeting? Maybe. It depends on several factors. Whether the bylaws authorize the board to have electronic meetings at all. Any rules the bylaws have pertaining to calling the time, date, and location of board meetings generally, as well as any rules relating to calling electronic meetings specifically. Whether (and how much) notice is required to be sent for the meetings. Notice is required for meetings if: 1) it is a special meeting, 2) it is a regular meeting and the meetings are scheduled by resolution, or 3) the organization's rules require it. How the location of the meeting was originally set. If changing the meeting to a Zoom meeting in advance is not possible, but the bylaws at least authorize the board to hold meetings of this nature, another potential option would be for a single member to show up at the scheduled meeting location and adopt a motion to adjourn to meet at a slightly later time and via Zoom. 30 minutes ago, Jane Doe said: They cited "personal reasons". The reasons are likely immaterial. The process is what matters. 6 minutes ago, Jane Doe said: The board just sent an email to everyone! I don't know what this means. You keep speaking of the board as a single, monolithic entity. The board actually consists of individual people, and (except to the extent that the bylaws provide otherwise), the board can only act as the board at a board meeting. So I am not entirely certain how it is that "the board" changed the meeting at the last minute or how "the board" sent an email. I also don't know who "everyone" is. There seems to be an implication that, due to rule or custom, persons who are not members of the board are permitted to attend board meetings. If this is correct, those rules may also have bearing on the question asked, but RONR has no answer to that question. So far as RONR is concerned, only members of the board have a right to attend or receive notice of meetings of the board. Edited August 20, 2020 at 05:14 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Jane Doe Posted August 20, 2020 at 05:18 PM Author Report Share Posted August 20, 2020 at 05:18 PM (edited) Everyone is the membership. Sorry it is a general membership meeting. It is always the third thursday of the month at a particular location. The secretary sends out a bullentin at least 5 days in advance of the meeting, per our By-Laws. The one received Monday stated meeting was today at this location at 7pm. There is no mention of electronic meeting in our by-laws. Edited August 20, 2020 at 05:21 PM by Jane Doe Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted August 20, 2020 at 05:23 PM Report Share Posted August 20, 2020 at 05:23 PM (edited) 6 minutes ago, Jane Doe said: There is no mention of electronic meeting in our by-laws. Well, there you have it. Zoom meetings cannot be held, regardless of how much notice is given. "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, emphasis in original) Edited August 20, 2020 at 05:25 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted August 21, 2020 at 02:31 AM Report Share Posted August 21, 2020 at 02:31 AM (edited) Also, I'd be particularly suspicious of the board (and especially individual members of the board) changing anything or meddling in the operation of a membership meeting, which is not their meeting to meddle in. There could be rules in your bylaws that permit this, but based on what you've told us, there are board members who are not above doing things with no apparent authority. Edited August 21, 2020 at 02:36 AM by Gary Novosielski because reasons Quote Link to comment Share on other sites More sharing options...
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