Newteach201 Posted November 12, 2020 at 04:22 PM Report Share Posted November 12, 2020 at 04:22 PM Hi there, So, we had another rep assembly last night (approximately 90 people attend these). There were some attempts by the association to follow Roberts. However, the attempt seemed to make it less organized and less open. A few questions: Should the participant list be hidden? In a normal rep assembly in person, we would be able to see each other. Should the voting be hidden? Also, does it have to be a voice vote? Could the hand raise feature be used while everyone sees the participant list? Would a voice vote be required for every motion? Should the videos of the participants be hidden? We couldn't see each other which obviously in person, we could. Please help me give the right info, last night was an unmitigated disaster that felt like the representatives were being suppressed by the leadership. Quote Link to comment Share on other sites More sharing options...
George Mervosh Posted November 12, 2020 at 05:01 PM Report Share Posted November 12, 2020 at 05:01 PM Do your governing documents expressly authorize these electronic meetings? Quote Link to comment Share on other sites More sharing options...
J. J. Posted November 12, 2020 at 06:10 PM Report Share Posted November 12, 2020 at 06:10 PM 1 hour ago, Newteach201 said: Should the voting be hidden? Also, does it have to be a voice vote? Could the hand raise feature be used while everyone sees the participant list? Would a voice vote be required for every motion? Should the videos of the participants be hidden? We couldn't see each other which obviously in person, we could. Some of these points can be addressed under the rules for meeting in general. Unless there is some absolute requirement in your rules, it would be possible in a regular meeting for some members not to be able to see other members or see, specifically, how certain members voted. If a member's view is blocked by some obstruction, e.g. a column, that would not invalidate the meeting. A hand raising function should be included in special rules, if you bylaws authorize electronic meetings or some type absentee voting. Unanimous consent, and possibly a roll call vote, could be used under the regular rules. Quote Link to comment Share on other sites More sharing options...
Newteach201 Posted November 12, 2020 at 06:36 PM Author Report Share Posted November 12, 2020 at 06:36 PM 1 hour ago, George Mervosh said: Do your governing documents expressly authorize these electronic meetings? I believe a motion was passed on it but I don't think if addressed anything just that we would have electronic meetings. Quote Link to comment Share on other sites More sharing options...
J. J. Posted November 12, 2020 at 06:39 PM Report Share Posted November 12, 2020 at 06:39 PM 2 minutes ago, Newteach201 said: I believe a motion was passed on it but I don't think if addressed anything just that we would have electronic meetings. It would have to be permitted in the bylaws. Quote Link to comment Share on other sites More sharing options...
George Mervosh Posted November 12, 2020 at 06:43 PM Report Share Posted November 12, 2020 at 06:43 PM (edited) 1 hour ago, Newteach201 said: I believe a motion was passed on it but I don't think if addressed anything just that we would have electronic meetings. If that's the case and they are not expressly authorized by the governing documents, this meeting and others like it in the electronic format are not regular or properly called meetings and actions taken at them are null and void and a point of order can be raised when you have your next regular meeting (other than an electronic meeting). RONR (12th ed.), 23:6. Edited November 12, 2020 at 08:29 PM by George Mervosh Quote Link to comment Share on other sites More sharing options...
Greg Goodwiller, PRP Posted November 12, 2020 at 06:49 PM Report Share Posted November 12, 2020 at 06:49 PM So yes, as my colleagues have noted, electronic meetings must first be authorized in your bylaws. and then you need to adopt special rules of order - either for a specific meeting or generally - and those rules need to address the items you have raised questions about. If you click on my picture, you should be able to send me a message. If you give me an email address, i would be glad to send you the current set I am using for Zoom meetings of assemblies. But to answer a few of your specific questions, yes, the participant list can and in my opinion should be used by all. For one thing, it is where the blue "virtual hand" feature is lodged. Yes, all can have their webcams on, and by their choice, they can either be in "gallery view" where they can see all the webcams (even hundreds of them - but over a series of screens full), or in "speaker view," where they only see the current speaker's webcam, or it is at least larger than the others. Zoom meetings, if held properly, can be both efficient and effective. Quote Link to comment Share on other sites More sharing options...
Greg Goodwiller, PRP Posted November 12, 2020 at 06:54 PM Report Share Posted November 12, 2020 at 06:54 PM 6 minutes ago, George Mervosh said: If that's the case and they are not expressly authorized by the governing documents, this meeting and others like it in the electronic format are not a regular or properly called meetings and actions taken at them are null and void and a point of order can be raised when you have your next regular meeting (other than an electronic meeting). RONR (12th ed.), 23:6. Or, once the pandemic is under control and you can safely meet in person again, you can re-take the actions legally, and ratify any actions of officers/staff or others resulting from those actions (RONR (12th ed.), 10:52-55). Quote Link to comment Share on other sites More sharing options...
Greg Goodwiller, PRP Posted November 23, 2020 at 08:08 PM Report Share Posted November 23, 2020 at 08:08 PM (edited) Content removed. Edited November 23, 2020 at 08:11 PM by Greg Goodwiller Quote Link to comment Share on other sites More sharing options...
Greg Goodwiller, PRP Posted November 23, 2020 at 08:24 PM Report Share Posted November 23, 2020 at 08:24 PM I have been asked to post the suggested special rules for Zoom meetings referred to above. I am attached two files. The rules themselves are in Word format for easy editing to suit your needs. The second document is an accompanying set of "suggestions" for holding those meetings effectively. Greg Suggestions for Successful Zoom Meetings.pdf Simplified Special Rules for Zoom Meetings.docx Quote Link to comment Share on other sites More sharing options...
J. J. Posted November 23, 2020 at 08:25 PM Report Share Posted November 23, 2020 at 08:25 PM I would note you could amend your bylaws, after the fact, to approve what was done at an electronic meeting. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted November 23, 2020 at 11:50 PM Report Share Posted November 23, 2020 at 11:50 PM 3 hours ago, J. J. said: I would note you could amend your bylaws, after the fact, to approve what was done at an electronic meeting. I don't think so. Amending the bylaws won't make a previous bylaws violation retroactively proper. Quote Link to comment Share on other sites More sharing options...
J. J. Posted November 24, 2020 at 12:58 AM Report Share Posted November 24, 2020 at 12:58 AM (edited) 1 hour ago, Gary Novosielski said: I don't think so. Amending the bylaws won't make a previous bylaws violation retroactively proper. It would. No one could successfully challenge it, because a point of order would violate the existing (newly created) bylaws. One method would by a bylaw amendment that read "Electronic meetings shall be permitted, provided that such meetings permit simultaneous aural communication between all participants. This amendment shall be effective as of August 1, 2020.” It would, by being a bylaw, supersede any conflicting rule in RONR. Edited November 24, 2020 at 01:04 AM by J. J. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted November 24, 2020 at 07:27 PM Report Share Posted November 24, 2020 at 07:27 PM I feel pretty safe in saying that an action that was improper at a certain time under the bylaws then in effect would remain improper even if the bylaws were subsequently amended to permit such actions going forward. And vice versa. Actions permitted by the bylaws at the time they are taken do not become retroactively improper as the result of a bylaws amendment, notwithstanding an ex post facto backdated effective time. A point of order, to be found well-taken, would be judged against the bylaws in effect at the time of the alleged breach. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted November 24, 2020 at 07:40 PM Report Share Posted November 24, 2020 at 07:40 PM 23 hours ago, J. J. said: I would note you could amend your bylaws, after the fact, to approve what was done at an electronic meeting. 12 minutes ago, Gary Novosielski said: I feel pretty safe in saying that an action that was improper at a certain time under the bylaws then in effect would remain improper even if the bylaws were subsequently amended to permit such actions going forward. I don't have time to search the forum for this, but I believe there have been recent threads wherein there was general agreement that the bylaws CAN be amended to retroactively authorize (or legitimize) something that was previously prohibited. (It's also possible that this discussion took place in a recent workshop I attended). Quote Link to comment Share on other sites More sharing options...
J. J. Posted November 24, 2020 at 08:31 PM Report Share Posted November 24, 2020 at 08:31 PM 58 minutes ago, Gary Novosielski said: A point of order, to be found well-taken, would be judged against the bylaws in effect at the time of the alleged breach. By amending you bylaws as shown, would be judged by the current bylaws, unless the situation is that the bylaw itself was improperly adopted is such a way to be null and void. Quote Link to comment Share on other sites More sharing options...
George Mervosh Posted November 24, 2020 at 10:06 PM Report Share Posted November 24, 2020 at 10:06 PM 2 hours ago, Gary Novosielski said: I feel pretty safe in saying that an action that was improper at a certain time under the bylaws then in effect would remain improper even if the bylaws were subsequently amended to permit such actions going forward. 1 hour ago, J. J. said: By amending you bylaws as shown, would be judged by the current bylaws, unless the situation is that the bylaw itself was improperly adopted is such a way to be null and void. I don't understand your position at all, J.J. Can you provide a concrete example with some solid facts? Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted November 24, 2020 at 11:52 PM Report Share Posted November 24, 2020 at 11:52 PM On 11/23/2020 at 2:24 PM, Greg Goodwiller said: I have been asked to post the suggested special rules for Zoom meetings referred to above. I am attached two files. The rules themselves are in Word format for easy editing to suit your needs. The second document is an accompanying set of "suggestions" for holding those meetings effectively. Thank you, Greg! I was about to contact you myself to ask for a copy! Thank you for doing that! Quote Link to comment Share on other sites More sharing options...
J. J. Posted November 25, 2020 at 12:12 AM Report Share Posted November 25, 2020 at 12:12 AM (edited) 2 hours ago, George Mervosh said: I don't understand your position at all, J.J. Can you provide a concrete example with some solid facts? You will have to wait for a future NP. The September regular meeting met via Zoom. The bylaws do not permit electronic meetings. At the November in person meeting, with proper notice, amends it bylaws authorizing electronic meetings and authorizing all action taken at that meeting. At the December meeting, you raise a point of order that some business in the September meeting is void, because the method of the meeting was not authorized in the bylaws. Yes it is, just not at the September meeting. Is there a current breach? No, there is no existing breach. There was some business handled at the September meeting, but that business was authorized by the bylaws. They were authorized after the fact, but as of this point, they are authorized by the bylaws. There was a breach, one of a continuing nature, but that breach has now been healed by authorizing and approving the action taken at the September meeting. Edited November 25, 2020 at 12:21 AM by J. J. Quote Link to comment Share on other sites More sharing options...
J. J. Posted November 25, 2020 at 12:47 AM Report Share Posted November 25, 2020 at 12:47 AM 4 hours ago, J. J. said: By amending you bylaws as shown, would be judged by the current bylaws, unless the situation is that the bylaw itself was improperly adopted is such a way to be null and void. If you are asking about the last part, that would involve a situation such as improper notice when the bylaw was adopted. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted November 25, 2020 at 01:43 AM Report Share Posted November 25, 2020 at 01:43 AM (edited) @J. J. haven’t we discussed this recently in the forum? Edited to add: or was it discussed at a recent function, such as the recent in NAP national training conference? Edited November 25, 2020 at 01:44 AM by Richard Brown Added last paragraph Quote Link to comment Share on other sites More sharing options...
J. J. Posted November 25, 2020 at 03:04 AM Report Share Posted November 25, 2020 at 03:04 AM 1 hour ago, Richard Brown said: @J. J. haven’t we discussed this recently in the forum? Edited to add: or was it discussed at a recent function, such as the recent in NAP national training conference? Yes, last summer, we discussed this. Quote Link to comment Share on other sites More sharing options...
Dan Sundy Posted November 25, 2020 at 02:37 PM Report Share Posted November 25, 2020 at 02:37 PM Due to the pandemic, quite a few threads recently have hinged on the presence in the by-laws of permission allowing electronic meetings. We are in Ontario yacht club incorporated provincially The government body which issued our Letters Patent has enacted emergency legislation that has authorized digital meetings for any incorporated, not for profit companies. If our bylaws do prohibit online meetings, then we can change that by-law at a board meeting or by a unanimous written resolution of the directors. The bylaw allowing online members meetings must be confirmed at the next possible members’ meeting or else it ceases to be effective. I am ignorant of incorporation procedures in the US, but can such legislation being enacted by the appropriate government bodies there? Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted November 25, 2020 at 03:00 PM Report Share Posted November 25, 2020 at 03:00 PM 21 minutes ago, Dan Sundy said: I am ignorant of incorporation procedures in the US, but can such legislation being enacted by the appropriate government bodies there? Yes. Some state legislatures have enacted similar legislation. Some legislation applies only to for-profit corporations, but some also applies to nonprofit corporations. Quote Link to comment Share on other sites More sharing options...
George Mervosh Posted November 25, 2020 at 05:34 PM Report Share Posted November 25, 2020 at 05:34 PM 17 hours ago, J. J. said: You will have to wait for a future NP. The September regular meeting met via Zoom. The bylaws do not permit electronic meetings. At the November in person meeting, with proper notice, amends it bylaws authorizing electronic meetings and authorizing all action taken at that meeting. At the December meeting, you raise a point of order that some business in the September meeting is void, because the method of the meeting was not authorized in the bylaws. Yes it is, just not at the September meeting. Is there a current breach? No, there is no existing breach. There was some business handled at the September meeting, but that business was authorized by the bylaws. They were authorized after the fact, but as of this point, they are authorized by the bylaws. There was a breach, one of a continuing nature, but that breach has now been healed by authorizing and approving the action taken at the September meeting. Authorizing past improper actions Inside of a bylaw amendment to authorize electronic meetings? I guess I need to get out more or read up more because this is a concept I've never heard of or thought would be proper. Quote Link to comment Share on other sites More sharing options...
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