do these bylaws allow electronic meetings?

[GigiA]

nonprofit in NYS. Bylaws state:
 

Quote

Section 4. Electronic Meetings. The majority of regular meetings shall be held in person, except that provision may be allowed for members who are unable to attend in person to participate electronically, so long as all members can simultaneously hear each other and participate, subject to any limitations established in special rules of order or standing rules adopted to govern such participation, and at no expense to the chapter. Electronic mail (email) shall not be used to conduct meetings.

The bylaws never state that electronic meetings are expressly allowed, however that first clause about the majority of meetings being in person is confusing people—as it seems to imply that a minority of meetings does not have to be held in person?

The Quorum section does not address whether members participating electronically are counted as part of the quorum or not. There is nothing about the meeting location in the bylaws.

Quote

Section 5. Quorum. 10% of the members shall constitute a quorum for a regular meeting.

What do you think?  Are electronic meetings allowed?

 

Edited August 28, 2020 at 11:39 PM by Gyda

[Steven Britton]

Strictly, speaking, the citation you've provided only provides for regular meetings to be held by electronic means, and a majority of the regular meetings are required to be held in person. However, you should contact a lawyer to review and interpret Governor Cuomo's various Executive Orders to determine how they apply to your particular non-profit organization. My only question is what did your organization intend by stating a majority of meetings (majority of what)?

Edited August 29, 2020 at 12:33 AM by Steven Britton

[GigiA]

I think the intention was to say the majority of meetings need to be held in person but that a minority of the meetings could be held virtually (there is obviously some information missing there).

Do you think we would be able to pull the Timothy Wynn option below, of holding a 1 person meeting in 1 location, and everyone else participates virtually? Our membership does not feel comfortable meeting in person. 

Quote

Bylaws authorize absent members to participate via electronic means, but do not authorize the meeting itself to be held entirely via electronic means.
There is a difference between an electronic meeting and electronic participation in an in-person meeting. If the organization’s bylaws are worded so as to require in-person meetings, but also authorize members to participate in those meetings via electronic means, the organization should check the quorum and location requirements to determine whether the meeting can be held at one member’s house with only one member in attendance, while other members attend via electronic means.

 

[Steven Britton]

My concern is with the length of the period that defines the majority of meetings is undefined by the information provided. If the definition of a majority is more than half, half of what? Hence, if one of Gov. Cuomo's executive order nullifies this bylaw, there is no restriction from meeting electronically.  Again, you need to speak with a lawyer and not a parliamentarian regarding applicability of the New York governor's executive order.

 

Edited August 29, 2020 at 01:43 AM by Steven Britton

[Josh Martin]

13 hours ago, Gyda said:

I think the intention was to say the majority of meetings need to be held in person but that a minority of the meetings could be held virtually (there is obviously some information missing there).

Do you think we would be able to pull the Timothy Wynn option below, of holding a 1 person meeting in 1 location, and everyone else participates virtually? Our membership does not feel comfortable meeting in person. 

What the rule specifically provides is "The majority of regular meetings shall be held in person, except that provision may be allowed for members who are unable to attend in person to participate electronically, so long as all members can simultaneously hear each other and participate, subject to any limitations established in special rules of order or standing rules adopted to govern such participation, and at no expense to the chapter."

So yes, I am inclined to think that this rule does allow for the participation of persons electronically even at those meetings which are held "in person."

The one question remaining in this regard, as you have pointed out, is whether persons participating electronically in this manner are considered to count toward the quorum, since your rules are ambiguous in this respect. Therefore, there is some ambiguity in whether it will be possible to have a single person at the physical meeting location, or whether it would be necessary to have the minimum number of members present to obtain a quorum at the physical meeting location. As the quotation provided by Mr. Wynn notes, "the organization should check the quorum and location requirements to determine whether the meeting can be held at one member’s house with only one member in attendance, while other members attend via electronic means." (emphasis added)

Ultimately, it will be up to the organization to interpret its own bylaws.