Unanimous Consent

[Koleen]

Good morning - thank you in advance for your assistance. 

A couple of questions. 

It has been standard practice to allow the board and committees, when necessary, to vote on specific items through "unanimous written consent" via email. Here's what our current bylaws read: 

"Section 6.10: Action Without Meeting

Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board. Such written consent or consents shall be filed with the minutes of the proceedings of the Board."

1. I've looked in RONR for unanimous *written* consent, but unable to find a citation to back the written part up. 

2. My ED would prefer it to be a majority of vote rather than unanimous (we've had instances where members don't reply with their vote in a timely manner). Is this majority written consent voting acceptable in RONR, and if so, can I get the citation?

Many thanks!

-Koleen

[Dan Honemann]

You do not need any citation to RONR. Your bylaws take precedence whenever there is a conflict between those bylaws and what is said in RONR.

[RSW]

If your bylaws provide for something, you don't need RONR to approve it as bylaws supersede rules in RONR. So as long as your bylaws say "unanimous written consent", and your organization interprets that in such a way that email works for that purpose (I don't know why they wouldn't), then it's okay.

I can't recall anything (or find anything with a quick text search) in RONR about that sort of voting, and I would suspect that's because RONR applies to "deliberative assemblies". If you're all thinking about something at different times, and writing emails when it's convenient for you, that doesn't really fit the nature of a "deliberative assembly".

If your ED wanted to change "unanimous consent" to "majority", then they would effectively need to propose a bylaw amendment. This feels like a Very Bad Idea to me, as something unanimous would - by definition - be the sort of thing about which a member's opinion wouldn't be swayed by debate (since there wouldn't *be* any debate). Whereas switching that to "majority" would go against RONR's overarching goal of protecting the minority's right to be heard, as the majority could just send an email instead of having to hear their case.

Some of the more experienced members will almost certainly have more to say about the topic.

 

[Josh Martin]

28 minutes ago, Koleen said:

1. I've looked in RONR for unanimous *written* consent, but unable to find a citation to back the written part up. 

RONR does not permit action taken by writing (even unanimously), but your bylaws take precedence over RONR.

28 minutes ago, Koleen said:

2. My ED would prefer it to be a majority of vote rather than unanimous (we've had instances where members don't reply with their vote in a timely manner). Is this majority written consent voting acceptable in RONR, and if so, can I get the citation?

RONR does not permit written consent voting, period. Your bylaws, however, take precedence over RONR. If your organization wishes to amend its bylaws to permit action to be taken by written consent of a majority of the board members instead of by unanimous approval, it is free to do so.

If the organization is incorporated, it would also be prudent to research what applicable law might have to say on this matter.

10 minutes ago, RSW said:

I can't recall anything (or find anything with a quick text search) in RONR about that sort of voting, and I would suspect that's because RONR applies to "deliberative assemblies". If you're all thinking about something at different times, and writing emails when it's convenient for you, that doesn't really fit the nature of a "deliberative assembly".

"A group that attempts to conduct the deliberative process in writing - such as by postal mail, electronic mail (e-mail), of facsimile transmission (fax) does not constitute a deliberative assembly. When making decisions by such means, many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable." RONR (12th ed.) 1:1n1

[Richard Brown]

Koleen, Mr. Honemann (and Mr. Martin) correctly answered your question. Your bylaws supersede whatever is in RONR. If they require the written consent of all members of the board to take action in lieu of a meeting, then that is what is required. If the society wants to lower that requirement, it may do so by amending the bylaws.  Personally, I would not rush into making such a change.

31 minutes ago, RSW said:

Some of the more experienced members will almost certainly have more to say about the topic.

Yes, and Mr. Honemann and Mr. Martin did so. The unanimous written consent provision in Guest Colleen’s bylaws is a rather common provision and is also fairly common in state for profit and non profit corporation laws. 

Edited April 15, 2021 at 02:18 PM by Richard Brown
Edited first sentence to correct Koleen’s name and added to second sentence as indicated.

[Greg Goodwiller, PRP]

 

15 minutes ago, Richard Brown said:

Yes, and Mr. Honemann and Mr. Martin did so. The unanimous written consent provision in Guest Colleen’s bylaws is a rather common provision and is also fairly common in state for profit and non profit corporation laws. 

Concurring with my colleague Mr. Brown, the language from your bylaws is word-for-word the language in many states' codes. I suspect it was added to your bylaws because it is your state's requirement (whether it is in your bylaws or not), and therefore someone thought it best to put it there. But as other colleagues have stated, the forum is about RONR, and procedures in meetings, not procedures that organizations are either required or choose to follow "between meetings."

[Koleen B]

Good afternoon gentleman, 

Can you give me a good reason why you would not lean towards a majority written consent rather than unanimous? Would love your thoughts. 

Many thanks!

Koleen

[Gary Novosielski]

On 1/24/2022 at 7:52 PM, Koleen B said:

Good afternoon gentleman, 

Can you give me a good reason why you would not lean towards a majority written consent rather than unanimous? Would love your thoughts. 

Many thanks!

Koleen

Majority approval is fine in the context of a meeting, where a deliberative assembly has had the opportunity to deliberate.

Without that process, I would not trust that a bare majority should be allowed to decide.  I am not a fan of voting by email to begin with, but in the case where a decision is unanimous, I admit that deliberation is unlikely to affect the result.

Of course such provisions must be in your bylaws.  RONR prohibits either practice otherwise.

[Richard Brown]

On 1/24/2022 at 6:52 PM, Koleen B said:

Good afternoon gentleman, 

Can you give me a good reason why you would not lean towards a majority written consent rather than unanimous? Would love your thoughts. 

Many thanks!

Koleen

I concur with the response immediately above by Mr. Novosielski.