electronic meeting Replace Pandemic-Delayed Meeting

[Albert]

Our church is incorporated in a state that requires in-person meetings unless electronic means are established in our bylaws, which bylaws are silent on such and require we follow the latest edition of Roberts Rules secondarily. Due to pandemic edicts, the executive board suspended the annual meeting in April 2020 but has continued to meet as a board electronically. They closed the church. They lost authority to act for the corporation as well as to spend funds in as much as their terms ended in April.  They used a clause in the bylaws to appoint themselves, however, to "fill a temporary vacancy" which was only prospective (in April) so as to continue indefinitely "until meeting restrictions were lifted" but restrictions persist.  Legally we are required to hold an annual meeting.

One thought is that members should request that the board convene a special meeting electronically under force majeure to establish by resolution a bylaw amendment that church business meetings, including executive board meetings, are authorized to convene electronically. (Alternatively, the board could authorize the clerk to circulate a provisional call to an electronic meeting.) Having resolved that authority by a 2/3 vote of record, the church members might have an electronic meeting to proceed with other motions, receive annual and semi-annual treasurer reports and board reports, and specifically elect officers to fill terms that end in April 2021. What is missing is a way to convene an electronic meeting of members to amend the bylaws.

[Steven Britton]

Our church is incorporated in a state that requires in-person meetings unless electronic means are established in our bylaws, which bylaws are silent on such and require we follow the latest edition of Roberts Rules secondarily.

Do you have a parliamentary question? Your preface is framing a legal question. You may consider asking a lawyer whether your state is under an executive order that allows you to do meet by electronic means.

[Rob Elsman]

By what authority did the executive board "suspend" the annual meeting scheduled for April, 2020?  Nothing in RONR (11th ed.) gave them that authority.

I am more than doubtful that the executive board properly exercised its authority to fill temporary vacancies on the board after having "suspended' the annual meeting at which elections for board members were to be held.  This does not pass my "smell test".  It sounds like this board is flying fast and loose with the state's corporation law and the church's bylaws.

[Richard Brown]

1 hour ago, Rob Elsman said:

By what authority did the executive board "suspend" the annual meeting scheduled for April, 2020?  Nothing in RONR (11th ed.) gave them that authority.

More information from the original poster would be helpful, but I would hazard a guess that the board's "authority" to cancel/postpone/not call the annual meeting was due to the Coronavirus pandemic and a prohibition against having  public gatherings, per this language from the original post:  "Due to pandemic edicts, the executive board suspended the annual meeting in April 2020 but has continued to meet as a board electronically."    Then there is Question and Answer 107 in Parliamentary Law which provides some practical advice in the terms of an organization sometimes just having to just do the best it can do under the circumstances. 

April of this year was the heart of the pandemic when executive orders were being issued prohibiting  public meetings and gatherings.  What would you have had them do, have an annual meeting of the Church in defiance of the law?

Hopefully, the original poster will provide us with some more facts. 

 

 

[Rob Elsman]

I would not recommend that societies violate applicable federal, state, or local laws, ordinances, or regulations; nor, would I recommend they violate applicable bylaws or other rules of the societies that are in force and do not provide for their suspension.

Without any doubt, these are extraordinary times that present extraordinary circumstances for societies.  The ability of societies to respond adeptly to these times and circumstances will depend on how thoughtfully and thoroughly they planned when they deliberated on and adopted their governing documents and other rules.  Some societies will have done a better job than others, to be sure.

[J. J.]

Ideally, there should have a "meeting" of the membership in April, even if it was just one member that adjourned the meeting because of the lack of a quorum.  It is from this that there is a problem.

[Josh Martin]

On 9/10/2020 at 12:22 PM, Albert said:

Our church is incorporated in a state that requires in-person meetings unless electronic means are established in our bylaws, which bylaws are silent on such and require we follow the latest edition of Roberts Rules secondarily. Due to pandemic edicts, the executive board suspended the annual meeting in April 2020 but has continued to meet as a board electronically. They closed the church. They lost authority to act for the corporation as well as to spend funds in as much as their terms ended in April.  They used a clause in the bylaws to appoint themselves, however, to "fill a temporary vacancy" which was only prospective (in April) so as to continue indefinitely "until meeting restrictions were lifted" but restrictions persist.  Legally we are required to hold an annual meeting.

What should have been done in regard to the April meeting was to have a single member attend the annual meeting in April 2020, in order to adjourn it or adjourn it to a future date and time (likely to meet at the call of the chair, given the uncertainty in the present situation).

Other than that, if the bylaws authorize the board to fill vacancies, the board can indeed use that provision to fill vacancies caused by the inability to hold an election. Vacancies may indeed be filled prospectively. This seems to be the best solution available in the circumstances, at least as a matter of parliamentary law. See Official Interpretation 2020-2.

If there is concern about how to resolve the conflict between the fact that the law both requires you to hold an annual meeting and also effectively prohibits you from having an annual meeting, that is a legal question. It may be that there is something in the executive orders on this matter which would resolve the issue, such as temporarily lifting the requirement to hold an annual meeting, authorizing the membership to meet electronically notwithstanding the lack of authorization in the bylaws, or some other solution.

It may also be helpful to see whether the laws and orders in question at least provide a solution for the board. We are told that the board "has continued to meet as a board electronically," but the board can't meet electronically either unless authorized by the bylaws or applicable law.

On 9/10/2020 at 12:22 PM, Albert said:

One thought is that members should request that the board convene a special meeting electronically under force majeure to establish by resolution a bylaw amendment that church business meetings, including executive board meetings, are authorized to convene electronically. (Alternatively, the board could authorize the clerk to circulate a provisional call to an electronic meeting.) Having resolved that authority by a 2/3 vote of record, the church members might have an electronic meeting to proceed with other motions, receive annual and semi-annual treasurer reports and board reports, and specifically elect officers to fill terms that end in April 2021. What is missing is a way to convene an electronic meeting of members to amend the bylaws.

So far as RONR is concerned, if the bylaws do not authorize electronic meetings, then electronic meetings cannot be held, period.

"Force majeure" is a legal concept, not a parliamentary one. Whether this concept or some other provision in law would permit the board to convene electronic meeting of the membership is a queston for an attorney.

Edited September 12, 2020 at 04:03 PM by Josh Martin