Electronic Meeting -- follow up

[PBix]

Yesterday, I asked for help with a problem facing my organization.  We have adopted RONR as our parliamentary authority and our by-laws have no provision for electronic meetings.  We have been meeting over Zoom anyway, with the understanding that we will ratify actions at a later meeting.  But now we want to make someone a real job offer, for which the person will have to turn down other offers and relocate, and it may not be good enough for the person if we tell them that the we intend to, by cannot absolutely promise that we will, ratify the offer later.

Two suggestions I received were: (1) hold a brief, outdoor meeting, which might take only a couple of minutes, to adopt a rule authorizing electronic meetings, and (2) check whether state law has anything that would override our usual rules.

We looked into suggestion (1) and unfortunately it seems that gathering the necessary number of people (about 40), even for a short time, would violate local emergency limits on gatherings, even outdoor gatherings.  And we can't do that because we're very law-abiding.  We're still looking into (2), but it appears that the answer is no.

Now what?  As the parliamentarian, I am under some pressure to advise the Chair that RONR's definition of meeting, which requires gathering in one "room or area" is satisfied by a virtual room or area.  I don't feel I can conscientiously do that, in light of RONR's specific guidance on electronic meetings, which seem to me to make clear that "room or area" means "physical room or area."  At the same time, I do feel that virtual meetings, such as on Zoom, have advanced to the point where they satisfy all the policies that could be served by requiring a physical meeting, and that punctilious insistence on a short physical meeting just to adopt a rule approving virtual meeting serves no real purpose.  

Is there any text anywhere in RONR that I could point to for the purpose of supporting the argument that, "obviously RONR wasn't designed with the current emergency circumstances in mind, and it is ridiculous to let our organization be indefinitely unable to carry out vital business in order to satisfy perfect compliance with restrictions that are not serving any real purpose, and therefore it must be permissible, in these extraordinary circumstances, to make an exception"?  Advice appreciated.

[Josh Martin]

51 minutes ago, PBix said:

Is there any text anywhere in RONR that I could point to for the purpose of supporting the argument that, "obviously RONR wasn't designed with the current emergency circumstances in mind, and it is ridiculous to let our organization be indefinitely unable to carry out vital business in order to satisfy perfect compliance with restrictions that are not serving any real purpose, and therefore it must be permissible, in these extraordinary circumstances, to make an exception"? 

No.

On the contrary, the current edition of RONR (which was just released in the fall of last year) quite clearly states that electronic meetings are not permitted unless authorized in the bylaws, and there is no mention of any exceptions.

"Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, as defined in 8:2(1), a single official gathering in one room or area—of the assembly of its members at which a quorum is present.

Among some organizations, there is an increasing preference, especially in the case of a relatively small board or other assembly, to transact business at electronic meetings—that is, at meetings at which, rather than all participating members being physically present in one room or area as in traditional (or “face-to-face”) meetings, some or all of them communicate with the others through electronic means such as the Internet or by telephone. A group that holds such alternative meetings does not lose its character as a deliberative assembly (see 1:1) so long as the meetings provide, at a minimum, conditions of opportunity for simultaneous aural communication among all participating members equivalent to those of meetings held in one room or area. Under such conditions, an electronic meeting that is properly authorized in the bylaws is treated as though it were a meeting at which all the members who are participating are actually present." RONR (12th ed.), 9:30-31

Edited January 25, 2021 at 09:43 PM by Josh Martin

[PBix]

Thank you for this reply; it is helpful even though it is not what I was hoping for.  

Any other ideas?  I'm pretty sure the only person in the organization who truly cares about whether going forward is parliamentarily proper is me.  If I give the go-ahead on this, no one will object.  In fact, I suspect the rest of the membership is rolling its eyes at my insistence on finding some proper way to do this.  So any other thoughts are welcome.

[Joshua Katz]

12 minutes ago, PBix said:

Any other ideas?  I'm pretty sure the only person in the organization who truly cares about whether going forward is parliamentarily proper is me.  If I give the go-ahead on this, no one will object.  In fact, I suspect the rest of the membership is rolling its eyes at my insistence on finding some proper way to do this.  So any other thoughts are welcome.

I'm not sure what else remains to be said, unfortunately. I think your dilemma is clear - the rules do not allow your organization to do as it wishes, and a sizeable portion of the organization does not care. Ultimately, rules do not enforce themselves; the rules of parliamentary procedure are crafted for organizations that wish to follow them (and their own rules, of course). If an organization loses that interest, I do not know what else is to be done, absent the invasion of legal rights of the members remediable in court.

[J. J.]

31 minutes ago, PBix said:

Thank you for this reply; it is helpful even though it is not what I was hoping for.  

Any other ideas?  I'm pretty sure the only person in the organization who truly cares about whether going forward is parliamentarily proper is me.  If I give the go-ahead on this, no one will object.  In fact, I suspect the rest of the membership is rolling its eyes at my insistence on finding some proper way to do this.  So any other thoughts are welcome.

Ratifying the action at a properly called, quorate, in person, meeting is the option.  An "omnibus motion" would approve everything in one motion, if there is no objection.

Simply stating that all the action will eventually need to be confirmed may be enough. 

[Richard Brown]

40 minutes ago, J. J. said:

Ratifying the action at a properly called, quorate, in person, meeting is the option.  An "omnibus motion" would approve everything in one motion, if there is no objection.

Simply stating that all the action will eventually need to be confirmed may be enough. 

I very much would like for that to be the case, but, unfortunately, I don’t think it is. 
 

Doesn’t that proposal conflict with provisions in RONR (9:30 and 10:54-55) and also official interpretation 2020-1 to the effect that actions taken at an illegal meeting cannot be ratified? The actions taken by officers and  agents in reliance upon actions adopted adopted at an illegal meeting can be ratified, but the actions taken at the meeting itself cannot be.

For example, a motion  adopted at an illegal meeting to purchase a computer for $1000 cannot be ratified, but the actions of the treasurer in purchasing the computer may be ratified.

I therefore question how, for example, an election of officers conducted at an illegal meeting can be ratified. Perhaps the actions taken by those officers whose election was illegal can be ratified, but the elections themselves apparently cannot be ratified.  The officers are serving illegally. I would think a point of order at a legitimate in person meeting (or in a legal proceeding) that none of the officers have been validly elected would be well taken.

I don’t like this position, but it appears to be the clear position of RONR and the authorship team as expressed in RONR and in official interpretation 2020-1.  
 

So, I’m curious how all of the actions taken at illegal electronics meetings can be ratified in one fell swoop or even in many separate sweeps.

What am I missing in sections 9:30, 10:54-55 and Official Interpretation 2020-1 which seem to say that this type of ratification is not possible?

Edited January 26, 2021 at 12:12 AM by Richard Brown
Added citation to the 2nd paragraph

[J. J.]

1 hour ago, Richard Brown said:

I very much would like for that to be the case, but, unfortunately, I don’t think it is. 
 

Doesn’t that proposal conflict with provisions in RONR (9:30 and 10:54-55) and also official interpretation 2020-1 to the effect that actions taken at an illegal meeting cannot be ratified? The actions taken by officers and  agents in reliance upon actions adopted adopted at an illegal meeting can be ratified, but the actions taken at the meeting itself cannot be.

 

It depends.  The meeting is held in the living room of the president.  The meeting does exist in a physical place with the other people participating via Zoom.  It is ratified as an action at an inquorate meeting, one with a single member present. 

[Richard Brown]

15 minutes ago, J. J. said:

It depends.  The meeting is held in the living room of the president.  The meeting does exist in a physical place with the other people participating via Zoom.  It is ratified as an action at an inquorate meeting, one with a single member present. 

Interesting.  This is a new wrinkle which just might be a solution.  Rather than call (or hold) the meeting purely as an electronic "virtual" meeting, it could be called as in "in person" meeting at the president's house with members permitted to participate remotely via Zoom or some other electronic means.  In that case, since the meeting was called as an "in-person" meeting and only the president (or maybe the president and a couple of others show up), with others participating electronically, I suppose it could be categorized as an inquorate in-person meeting, meaning that the actions taken at the meeting could be ratified per 10:54 of RONR (12th ed).  Interesting solution.

i'm interested in hearing what some others have to say about this work-around.

[alanh49]

2 hours ago, Richard Brown said:

I very much would like for that to be the case, but, unfortunately, I don’t think it is. 
 

Doesn’t that proposal conflict with provisions in RONR (9:30 and 10:54-55) and also official interpretation 2020-1 to the effect that actions taken at an illegal meeting cannot be ratified? The actions taken by officers and  agents in reliance upon actions adopted adopted at an illegal meeting can be ratified, but the actions taken at the meeting itself cannot be.

For example, a motion  adopted at an illegal meeting to purchase a computer for $1000 cannot be ratified, but the actions of the treasurer in purchasing the computer may be ratified.

I therefore question how, for example, an election of officers conducted at an illegal meeting can be ratified. Perhaps the actions taken by those officers whose election was illegal can be ratified, but the elections themselves apparently cannot be ratified.  The officers are serving illegally. I would think a point of order at a legitimate in person meeting (or in a legal proceeding) that none of the officers have been validly elected would be well taken.

I don’t like this position, but it appears to be the clear position of RONR and the authorship team as expressed in RONR and in official interpretation 2020-1.  
 

So, I’m curious how all of the actions taken at illegal electronics meetings can be ratified in one fell swoop or even in many separate sweeps.

What am I missing in sections 9:30, 10:54-55 and Official Interpretation 2020-1 which seem to say that this type of ratification is not possible?

What about ratification by bylaw amendment? In other words what if the bylaws were amended by adding something  like the following:

Electronics meetings may be or have been held and the validity of any such meeting shall not be questioned merely because it was an electronics meetings.

   

Edited January 26, 2021 at 02:36 AM by alanh49
added if between what and bylaws

[J. J.]

6 minutes ago, alanh49 said:

What about ratification by bylaw amendment? In other words what if the bylaws were amended by adding something  like the following:

Electronics meetings may be or have been held and the validity of any such meeting shall not be questioned merely because it was an electronics meetings.

   

That could also work, but it would probably require a higher vote threshold and/or notice. 

[J. J.]

28 minutes ago, Richard Brown said:

Interesting.  This is a new wrinkle which just might be a solution.  Rather than call (or hold) the meeting purely as an electronic "virtual" meeting, it could be called as in "in person" meeting at the president's house with members permitted to participate remotely via Zoom or some other electronic means.  In that case, since the meeting was called as an "in-person" meeting and only the president (or maybe the president and a couple of others show up), with others participating electronically, I suppose it could be categorized as an inquorate in-person meeting, meaning that the actions taken at the meeting could be ratified per 10:54 of RONR (12th ed).  Interesting solution.

i'm interested in hearing what some others have to say about this work-around.

I think the answer came from discussion at the NAP. 

[George Mervosh]

16 hours ago, PBix said:

Now what?  As the parliamentarian, I am under some pressure to advise the Chair that RONR's definition of meeting, which requires gathering in one "room or area" is satisfied by a virtual room or area.  I don't feel I can conscientiously do that, in light of RONR's specific guidance on electronic meetings, which seem to me to make clear that "room or area" means "physical room or area."

You answered your own question, I think.  This is likely stating the obvious, but the duty of the parliamentarian is to advise the chair and if necessary, the assembly, based on your understanding of the rules in your bylaws and in RONR.  You seem to have a good understanding of both.   Will they follow your advice?  Who knows.  Just do what you think is correct according to the society's rules and whatever happens, happens.  I think Mr. Katz is saying pretty much the same thing in his reply.  Your issue is thornier since it involves employment but the duty of the parliamentarian remains the same regardless of the issue.  Your group may wish to seek legal advice as well.

[Dan Honemann]

12 hours ago, J. J. said:

It depends.  The meeting is held in the living room of the president.  The meeting does exist in a physical place with the other people participating via Zoom.  It is ratified as an action at an inquorate meeting, one with a single member present. 

So how does this work? Does the member who is present, and hence is the only person entitled to vote, determine what the majority decides to do and then cast his vote based upon this determination?  🙂

[J. J.]

3 hours ago, Daniel H. Honemann said:

So how does this work? Does the member who is present, and hence is the only person entitled to vote, determine what the majority decides to do and then cast his vote based upon this determination?  🙂

No, they create a "parliamentary fiction."  The inquorate meeting adopts some action that could be ratified, with the agreement of some members that cannot vote.  In effect, it is similar, though not identical, to question 339 in Parliamentary Law.

The officer will face the same danger as with any type of ratification. 

[Richard Brown]

27 minutes ago, J. J. said:

No, they create a "parliamentary fiction."  The inquorate meeting adopts some action that could be ratified, with the agreement of some members that cannot vote.  In effect, it is similar, though not identical, to question 339 in Parliamentary Law.

The officer will face the same danger as with any type of ratification. 

Thanks for that information!  I had either forgotten about question 339 or had somehow overlooked it.  My personal favorite is question 107 regarding what to do when it is impracticable to comply with a high quorum provision in the bylaws. I believe it is equally applicable to other situations where it is impossible or impracticable to comply with the bylaws, such as the requirement to have in-person meetings when they are prohibited by law in the midst of a pandemic.

[Dan Honemann]

1 hour ago, J. J. said:

No, they create a "parliamentary fiction."  The inquorate meeting adopts some action that could be ratified, with the agreement of some members that cannot vote.  In effect, it is similar, though not identical, to question 339 in Parliamentary Law.

The officer will face the same danger as with any type of ratification. 

I see no similarity whatsoever to question 339 in RONR.

You say that "The inquorate meeting adopts some action that could be ratified, with the agreement of some members that cannot vote." What, exactly, do you mean by "with the agreement of some members that cannot vote"? Are you suggesting that the adoption of a motion dependent upon the votes of absentees is an action that can be ratified? 

 

[J. J.]

1 hour ago, Daniel H. Honemann said:

I see no similarity whatsoever to question 339 in RONR.

You say that "The inquorate meeting adopts some action that could be ratified, with the agreement of some members that cannot vote." What, exactly, do you mean by "with the agreement of some members that cannot vote"? Are you suggesting that the adoption of a motion dependent upon the votes of absentees is an action that can be ratified? 

 

I am suggest that, rather obviously, that absent members may agree with some action at a meeting, quorate or not.  If, at a properly called and quorate meeting, some member could telephone absent members and ascertain their opinions.  The members present, even if they do constitute a quorum, could vote accordingly. 

The similarity with Question 339 in Parliamentary Law  is patently obvious.  It deals with members expressing their opinions, though not being able to legitimately vote to adopt that opinion. 

I have no idea what Question 339 in RONR says. 

[Richard Brown]

16 minutes ago, J. J. said:

I am suggest that, rather obviously, that absent members may agree with some action at a meeting, quorate or not.  If, at a properly called and quorate meeting, some member could telephone absent members and ascertain their opinions.  The members present, even if they do constitute a quorum, could vote accordingly. 

I suspect a "not-hole" here.  Did you by chance intend to say "even if they do NOT constitute a quorum?

[J. J.]

4 minutes ago, Richard Brown said:

I suspect a "not-hole" here.  Did you by chance intend to say "even if they do NOT constitute a quorum?

No "not-hole."  There is no rule in RONR that prohibits a member, at a quorate meeting, from calling absent members and get the absentees' opinions on a matter and vote accordingly.  Certainly, a member at an inquorate meeting can do the same thing. 

[Dan Honemann]

26 minutes ago, J. J. said:

No "not-hole."  There is no rule in RONR that prohibits a member, at a quorate meeting, from calling absent members and get the absentees' opinions on a matter and vote accordingly.  Certainly, a member at an inquorate meeting can do the same thing. 

This looks very much like what I said initially. The member who is present, and hence is the only person entitled to vote, determines what the majority decides to do and then casts his vote based upon this determination.

This is not at all the same thing as adoption of a motion utilizing the votes of absentees. 

 

[J. J.]

6 minutes ago, Daniel H. Honemann said:

This looks very much like what I said initially. The member who is present, and hence is the only person entitled to vote, determines what the majority decides to do and then casts his vote based upon this determination.

This is not at all the same thing as adoption of a motion utilizing the votes of absentees. 

 

I was not suggesting using the votes of absentees.  In that respect, it is analogous to Question 339.  Members that cannot casts votes on an issue are saying, effectively, "We will vote to ratify this action taken at an inquorate meeting at a future meeting."

Edited January 26, 2021 at 10:27 PM by J. J.

[Dan Honemann]

13 hours ago, J. J. said:

I was not suggesting using the votes of absentees.  In that respect, it is analogous to Question 339.  Members that cannot casts votes on an issue are saying, effectively, "We will vote to ratify this action taken at an inquorate meeting at a future meeting."

Well, you tell us what members who cannot cast votes are saying, effectively, but you have not yet explained exactly how they are doing so. Earlier you said that the "inquorate meeting adopts some action that could be ratified, with the agreement of some members that cannot vote", but you have not explained exactly how this agreement is expressed. Your continued insistence that this is somehow analogous to Question 339 leads me to believe that I am missing your point altogether.

So let me see if I can make myself clear. 

It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken, and any exceptions to this rule must be expressly stated in the bylaws (RONR, 12th ed., 45:56). Any action taken in violation of this fundamental principle is null and void (RONR, 12th ed., 23:6), and action so taken cannot be ratified because it is action which the assembly could not have authorized in advance (RONR, 12th ed., 10:55). 

Early on, I assumed that you meant that the member present, and hence the only person entitled to vote, somehow determines what the absent majority wishes to do and then casts his vote based upon this determination. Since this is action taken by the only member (or members) present and entitled to vote, it is action which can be ratified. However, you indicated that this was not what you have in mind. 

I suppose the only important thing to keep in mind is that nothing done by the absentees would constitute an action which could later be ratified.