"Hybrid" meetings

[Caryn Ann Harlos]

I may have a followup and I believe this was discussed at the NAP convention but I cannot find it in the recordings.

Question 1: If an organization has regular meetings (single room, everyone in one place) and its bylaws also authorize electronic meetings (and their special rules say that electronic meetings are special meetings), does that then automatically allow electronic participation (specifically via zoom or similar, NOT via telephone) at the regular meeting?

I specified not via telephone because of Scenario C in the Sample Rules for Electronic Meetings in the 12th edition which surprised me as that scenario only anticipates telephone which is so far behind modern practice IMHO.  I read though Scenario C as being analogous.  I can't imagine that the difference between phone and zoom (with each in person attendee having a laptop and zoom up and running) being determinative.  I read that scenario as saying the bylaws must specifically authorize this kind of hybrid participation.

This is an ongoing dispute, and full disclosure, my position is that a simple bylaws provision that says boards and committees may conduct meetings electronically is not sufficient but that something akin to the language in Scenario C is required.  Those who disagree take two tacts.  One is that these are just suggestions - that it is not saying any such or similar bylaw provision is required and that a simply authorization in the bylaws to have electronic meetings is sufficient.  The other tact is that this would just then be an electronic meeting that happens to have the majority of the people sitting in the same room.

 

I really would like some clarity on this.

 

[Josh Martin]

7 hours ago, Caryn Ann Harlos said:

Question 1: If an organization has regular meetings (single room, everyone in one place) and its bylaws also authorize electronic meetings (and their special rules say that electronic meetings are special meetings), does that then automatically allow electronic participation (specifically via zoom or similar, NOT via telephone) at the regular meeting?

Generally, no, although ultimately this will depend on the precise wording of the bylaws.

7 hours ago, Caryn Ann Harlos said:

I specified not via telephone because of Scenario C in the Sample Rules for Electronic Meetings in the 12th edition which surprised me as that scenario only anticipates telephone which is so far behind modern practice IMHO.  I read though Scenario C as being analogous.  I can't imagine that the difference between phone and zoom (with each in person attendee having a laptop and zoom up and running) being determinative.  I read that scenario as saying the bylaws must specifically authorize this kind of hybrid participation.

I don't think that the language is necessarily required to be the same or similar as that used in Scenario C, and I don't know that the bylaws must specifically authorize this kind of hybrid participation (although I think these are both good ideas). I do think, however, that if the bylaws authorize electronic meetings and also specify the manner in which such meetings are to be held, then it is not reasonable to interpret that provision as also authorizing electronic meetings held in some other manner. Since you refer to the Sample Rules for Electronic Meetings, then I would say as an example that if a society had adopted the rules in Scenario A, this would not mean that the electronic meetings described in Scenario C are also authorized.

7 hours ago, Caryn Ann Harlos said:

One is that these are just suggestions - that it is not saying any such or similar bylaw provision is required and that a simply authorization in the bylaws to have electronic meetings is sufficient.  The other tact is that this would just then be an electronic meeting that happens to have the majority of the people sitting in the same room.

If the bylaws do in fact simply say "Electronic meetings are authorized" (which I do not advise) then certainly there is a great deal of ambiguity in what that means. It may well mean that electronic meetings of any kind are authorized, including meetings in which there is a central meeting location and some members participate electronically.

Frequently, however, the bylaws will specify exactly what types of electronic meetings are authorized. By implication, other types of electronic meetings are not permitted.

One other thing I would add is that, even if the bylaws provide that certain types of electronic meetings are authorized, that does not necessarily mean that all meetings of the society must be held in that manner. If the society wishes to provide that meetings which are held in person must provide an opportunity for members who are not present to participate remotely, the bylaws should specifically provide as much.

Edited October 20, 2020 at 02:24 PM by Josh Martin

[Caryn Ann Harlos]

The bylaws literally just say this:

Boards and committees may conduct business by teleconference or videoconference. The National Committee shall have the power to adopt special rules of order and standing rules to facilitate the conduct of business by teleconference or videoconference.

 

The special rules of order say that electronic participation is not permitted for face to face meetings.  Of course, that rule can be suspended by 2/3.  So the question comes down to whether , absent that special rule of order, these bylaws are sufficient to allow hybrid meetings.  For at least ten years, it has never been allowed by both custom and by that special rule of order.  9:36 also seems to say that hybrid must be specifically authorized in bylaws.

[Josh Martin]

10 minutes ago, Caryn Ann Harlos said:

The bylaws literally just say this:

Boards and committees may conduct business by teleconference or videoconference. The National Committee shall have the power to adopt special rules of order and standing rules to facilitate the conduct of business by teleconference or videoconference.

 

The special rules of order say that electronic participation is not permitted for face to face meetings.  Of course, that rule can be suspended by 2/3.  So the question comes down to whether , absent that special rule of order, these bylaws are sufficient to allow hybrid meetings.  For at least ten years, it has never been allowed by both custom and by that special rule of order.

If this is all the bylaws say on this matter, then it seems to me the rule is vague enough that a great many interpretations are possible, and the society will ultimately need to interpret the rule's meaning. The society's past practice in this regard may well be of assistance but is not necessarily the last word. I think an interpretation that a meeting of the sort described in Scenario C qualifies as a "teleconference or videoconference" as these terms are used in the rule would be reasonable.

19 minutes ago, Caryn Ann Harlos said:

9:36 also seems to say that hybrid must be specifically authorized in bylaws.

"If an organization authorizes authorizes its assembly, boards, or committees to hold electronic meetings, such a provision should indicate whether members who are not present in person have the right to participate by electronic means, or whether the body may choose to allow or disallow such participation; and, conversely, whether there is required to be a central location for members who wish to attend meetings in person." RONR (12th ed.) 9:36

I read this provision as saying that it is desirable for the organization to include these details in a provision authorizing electronic meetings for the sake of clarity (to avoid arguments like the one your society is currently having). I do not read it as saying that the provision must specifically authorize a central meeting location in which other members may participate by electronic means in order for this to be permitted. The language "such a provision should indicate" seems more advisory than prescriptive. When RONR does indicate that something must be specifically authorized in the bylaws it usually states that quite clearly.

[Richard Brown]

33 minutes ago, Caryn Ann Harlos said:

The bylaws literally just say this:

Boards and committees may conduct business by teleconference or videoconference. The National Committee shall have the power to adopt special rules of order and standing rules to facilitate the conduct of business by teleconference or videoconference.

 

The special rules of order say that electronic participation is not permitted for face to face meetings.  Of course, that rule can be suspended by 2/3.  So the question comes down to whether , absent that special rule of order, these bylaws are sufficient to allow hybrid meetings.  For at least ten years, it has never been allowed by both custom and by that special rule of order.  9:36 also seems to say that hybrid must be specifically authorized in bylaws.

Taken alone, in isolation, I would say the bylaw language about electronic meetings is unclear as to whether electronic participation can be permitted at an in person meeting and that it is ultimately a question of bylaws interpretation.  Personally, I would be inclined to say that electronic participation by an absent member would be permitted, but I also believe it is a matter on which reasonable minds can differ and others might well disagree.

However, it apparently isn't that simple.  If the special rules of order say that "electronic participation is not permitted for face to face meetings", then I would say that the society has made it plain, through the special rules of order, that electronic participation at an in person meeting by an absent member is not permitted.  However, as you pointed out, I believe that this is a rule of order and may be suspended by a two thirds vote.

So, ultimately, if the assembly is willing to suspend this rule, I would say that electronic participation by an absent member could be permitted.

You ask whether, without that special rule of order, the assembly could permit absent members to participate electronically at an in person meeting.  As I said in my first paragraph, I believe this is a matter of bylaws interpretation but I would personally be inclined to say it can be permitted.  I will add that it would be better if the bylaws were amended to specifically permit absent members to participate electronically.  Frequently such provisions provide that such participation may be permitted with the permission of the chair or the assembly.

Edited October 20, 2020 at 09:20 PM by Richard Brown
Typographical correction

[Richard Brown]

@Caryn Ann Harlos You mentioned that you think Section 9:36 in RONR might prohibit "hybrid" meetings.   I read that provision, especially the first six lines, as being a "should rule", meaning the bylaws should specify whether hybrid meetings are permitted, but I don't interpret the provision as specifically disallowing them without that additional language.

[Caryn Ann Harlos]

Ahh I see it a bit differently in its whole context.  The should part seems to refer to whether it is a right or whether it can be refused.  I wonder if any of the authors can provide clarity.  I could have sworn this was discussed specifically at the NAP convention.

[Richard Brown]

5 minutes ago, Caryn Ann Harlos said:

Ahh I see it a bit differently in its whole context.  The should part seems to refer to whether it is a right or whether it can be refused.  I wonder if any of the authors can provide clarity.  I could have sworn this was discussed specifically at the NAP convention.

I vaguely recall it being mentioned, too, but cannot remember any details or even which workshop it was in.  For some reason, I'm thinking Burke Balch might have mentioned it in one of his presentations. Since it is a change/addition in the 12th edition, it makes sense that either Burke Balch or Shmuel Gerber or Dan Seabold might have mentioned it in their presentations about the changes in the 12th edition.

Edited October 20, 2020 at 09:40 PM by Richard Brown
Addded last sentence

[Nathan Zook]

6 hours ago, Caryn Ann Harlos said:

The bylaws literally just say this:

Boards and committees may conduct business by teleconference or videoconference. The National Committee shall have the power to adopt special rules of order and standing rules to facilitate the conduct of business by teleconference or videoconference.

 

The special rules of order say that electronic participation is not permitted for face to face meetings.  Of course, that rule can be suspended by 2/3.  So the question comes down to whether , absent that special rule of order, these bylaws are sufficient to allow hybrid meetings.  For at least ten years, it has never been allowed by both custom and by that special rule of order.  9:36 also seems to say that hybrid must be specifically authorized in bylaws.

In my experience, videoconferences almost always have rooms with clumps of people in them.  Also, lots of issues with those not in the same room not having the same level of access to the conversation as those in the room.

The question that comes to my mind immediately is "what constitutes a 'face to face meeting'?"  Is the something that goes out in the call to the meeting?  I can see a lot of trouble coming from arguments when someone was of the understanding that a particular meeting was or was not a "face to face meeting."  For a national organization, the difference might be catastrophic with regards to participation.

[Caryn Ann Harlos]

Face to face for us has meant our quarterly meetings.  We are a national political party where the board is scattered across the country.  So in actual pure videoconferences, there is never anyone in the same room unless a married couple happens to be on the national committee which I think has only happened once.  Of course now someone is arguing that face to face can mean zoom since we see each others faces but to me that is like Clinton and "I did not have sexual relations with that woman" or:

Quote

"When I use a word," Humpty Dumpty said, in rather a scornful tone, "it means just what I choose it to mean—neither more nor less." "The question is," said Alice, "whether you can make words mean so many different things." 

That language is the subject of a ballot right now to change "face to face" to regular since the rest of the Special Rules of Order says that all electronic meetings are special meetings.  I tried to explain to them then that if they allow electronic participation at a quarterly meeting they have just converted it to a special meeting since it really isn't an in person meeting with some people being electronic, but rather an electronic meeting with some people happening to be sitting in front of their computers running zoom in the same room.  Because many are not RONR savvy they don't understand that has implications for laying on the table and other motions if that places regular meetings outside of a quarterly time period.  It also per our bylaws changes things for automatic removal of a national committee member who misses "two regular meetings."  If they become all special meetings that bylaws provisions becomes meaningless for requiring attendance accountability.

We have some guidance of a sort from our delegates at convention who sharply rebuked the national committee for playing fast and loose with "hybrid" with the convention and they absolutely declined to amend the bylaws to allow it.  Now that wasn't in regard to national committee meetings, but the mood of the room was clear.  Richard Brown of this forum was our esteemed parliamentarian and has been for several conventions.  Joshua Katz here used to be a member of our national committee and he knows full well we have never countenanced electronic participation at our quarterly meetings for very good reason.  

<Paragraph removed by moderator>

Edited October 23, 2020 at 02:35 PM by Shmuel Gerber
Inappropriate personal references

[Nathan Zook]

Are you sure you're not describing my national party?  Because this sounds exactly like the sort of garbage we're constantly facing.

I'm the one with the sole stickler role in my county committee executive board.  Really, really frustrating to face down six or seven shouties meeting after meeting.  One lever that I have found useful is to point out that in the event of a lawsuit, playing fast & loose with procedure is an all-expense-paid ticket to Looserville.

But in the end, if you're outnumbered four to one, per RONR, you're supposed to lose.  A lot.  Even matters of bylaws interpretations come down to majority votes.  Which means that the rules nerd is forced into playing the social game and figuring out, one by one, what lever works on individual members to convince them to do the right thing.  Sadly, few people "get it" that rules procedures are important if you want a body to cohere until they witness a complete breakdown.  Even then, we often want to assign blame in a way that doesn't create a lot of work for us.

[Dan Honemann]

15 hours ago, Caryn Ann Harlos said:

The bylaws literally just say this:

Boards and committees may conduct business by teleconference or videoconference. The National Committee shall have the power to adopt special rules of order and standing rules to facilitate the conduct of business by teleconference or videoconference.

 

The special rules of order say that electronic participation is not permitted for face to face meetings.  Of course, that rule can be suspended by 2/3.  So the question comes down to whether , absent that special rule of order, these bylaws are sufficient to allow hybrid meetings.  For at least ten years, it has never been allowed by both custom and by that special rule of order.  9:36 also seems to say that hybrid must be specifically authorized in bylaws.

This bylaw provision seems to me to be rather clear, and, in my opinion, if the special rules of order promulgated by the National Committee specifically provide that electronic participation is not permitted in face to face meetings of boards and committees which are subordinate to the National Committee, this rule may not be suspended by any such subordinate board or committee.  

 

[Joshua Katz]

7 hours ago, Caryn Ann Harlos said:

Joshua Katz here used to be a member of our national committee and he knows full well we have never countenanced electronic participation at our quarterly meetings for very good reason.  

I agree on both counts. We had electronic meetings where everyone was electronic, and we had quarterly meetings where everyone was in the room or did not participate at all. If I recall correctly, there was one time where someone couldn't make it and asked to participate electronically, and we told no. And I agree that this is for good reason.

[Richard Brown]

38 minutes ago, Daniel H. Honemann said:

This bylaw provision seems to me to be rather clear, and, in my opinion, if the special rules of order promulgated by the National Committee specifically provide that electronic participation is not permitted in face to face meetings of boards and committees which are subordinate to the National Committee, this rule may not be suspended by any such subordinate board or committee.  

 

I mostly agree, but I’m not sure I agree fully. I do agree that committees that are subordinate to the national committee cannot suspend this special rule of order which prohibits electronic participation in face-to-face meetings.  However, I believe the national committee itself can suspend that rule for its own meetings. It is also still my opinion that the bylaw provision itself, standing alone, can be interpreted either way and that it is up to the organization to interpret that provision.

[Caryn Ann Harlos]

Richard, I think Mr. Honneman was thinking I was referring to a subordinate committee rather than the national committee itself.