Electronic meeting

[PBix]

I am the Parliamentarian of our organization.  Our by-laws adopt Robert's Rules as our parliamentary authority.  Our by-laws make no provision for electronic meetings.  Because of the pandemic, ever since last March, we have been meeting electronically over Zoom, with the understanding that we will have to ratify all actions we take when we are next able to hold a real, face-to-face meeting.  

Now we face a serious situation.  We want to offer someone a job, which would require a vote of the organization.  We can hold our usual Zoom meeting, vote to offer this person a job, and tell the person that the offer will be officially ratified when we are next able to hold a real meeting.  But the person will have to turn down other job offers and relocate to accept our offer.  So we will be asking the person to make a serious life decision in reliance on our word that we will ratify the offer at an unspecified later date.  Although we can honestly say that such ratification is extremely likely, honesty demands that we not say it is 100% guaranteed.  And we may not be able to recruit the person we want if we can't really guarantee the job. 

Is there any solution?  If only we could hold one face-to-face meeting, we could adopt a by-law allowing electronic meetings.  But a real, face-to-face meeting seems unlikely until late this year at the earliest.  Is there anything we can do to change our by-laws without holding a meeting?  Advice appreciated.

Edited January 25, 2021 at 03:28 AM by PBix
changed "rules" to "by-laws"

[Greg Goodwiller, PRP]

A few options to consider . . .

First, check your state's code. Many states have provisions (that supersede your parliamentary authority) for emergency bylaws in certain circumstances such as a declared health disaster. Where they exist, such provisions typically allow the board of directors to adopt "emergency bylaws" to facilitate the organization's functions during the emergency.

Some state codes (Kentucky, for example) even have within their code provisions a built-in electronic meeting approval provision.  

As we are parliamentarians, not attorneys, reliance on any such provisions should be on the advice of your legal counsel.

Additionally, what is your quorum requirement, and is there any possibility of holding an outdoor, socially-distanced in person called meeting strictly for the purpose of adopting an appropriate bylaw amendment authorizing electronic meetings? Many organizations are holding "small quorum" gatherings for this purpose - where members, while they have the right to attend, are strongly encouraged not to do so in the interest of public safety, save enough members to constitute a quorum (which the leadership ensures by invitation).

 

[PBix]

Thank you for those suggestions.  The outdoor meeting idea might be practical, if we can get a quorum to show up.  I will also research the state code.

[Bruce Lages]

I would also add that you might consider Dr. Goodwiller's suggestion of an outdoor, socially distanced meeting specifically to resolve your hiring situation, which seems to be of immediate concern.  I would also want to know how many members in your organization, and how many members constitute a quorum. In addition, a socially-distanced meeting is much more feasible if we're talking about a board doing the hiring, as opposed to the general membership. Is that a possibility, i.e., do your rules allow the board to hire an employee?

[PBix]

Thank you.  The hire would require a vote of the membership, and a majority of the membership would have to show up to constitute a quorum either to make the job offer or to change the by-laws.  It would be a pain, but they might be willing to do it to get the organization out of the jam it's been in for almost a year now.

[Richard Brown]

@PBix, in addition to the excellent advice by Dr. Goodwiller, you might check to see if your Governor has issued an Emergency Proclamation authorizing non profit corporations (if you are incorporated) to hold virtual meetings or to vote electronically.  Some governors have done that and some state legislatures have adopted emergency legislation authorizing the same thing within the past year that we have been dealing with this pandemic. You (or an attorney) might have to do an online up-to-date (almost up to the minute!) search to see if any such emergency proclamations or legislation have been enacted.