Annual meeting via Zoom as an alternate for in-person Annual meeting

[Guest AmyK]

I am looking for guidance on the legality of electronic meeting options.

If bylaws state "SECTION 1. REGULAR MEETING Each voting delegate present in person shall be entitled to one (1) vote. Elections shall be by ballot only in contested elections and a majority of votes cast shall elect. All other matters also shall be determined by a majority vote of the voting delegates present and voting unless otherwise provided by the Bylaws."

1) If someone is in attendance and votes via Zoom (electronically, not in physical person), is their vote legally allowed to be counted? There is no specific mention of voting other than in person. 

2) If a vote is contested during the meeting and voting is by ballot only, can the assembly not present in person legally vote if not by ballot. What constitutes a legal ballot? 

This is another mention of "in person" - "SECTION 3. QUORUM: One-quarter (1/4) of the members of the delegate assembly shall be present in person to constitute a quorum for the transaction of business, provided that a majority of the service areas shall have at least one of their delegates present at each such meeting."

1) Does anyone present via Zoom count legally toward quorum? 

[Josh Martin]

1 hour ago, Guest AmyK said:

1) If someone is in attendance and votes via Zoom (electronically, not in physical person), is their vote legally allowed to be counted? There is no specific mention of voting other than in person. 

Meeting electronically, such as with some or all members of the assembly attending via Zoom, is not permitted unless so authorized by the organization's bylaws or applicable law (or executive order). If no such rules authorize persons to participate in this manner, then their votes cannot be counted.

The assembly could, I suppose, suspend the rules to permit persons attending electronically to speak in debate and to make motions, but not to vote.

1 hour ago, Guest AmyK said:

2) If a vote is contested during the meeting and voting is by ballot only, can the assembly not present in person legally vote if not by ballot. What constitutes a legal ballot? 

"A ballot vote is a vote taken by instruments, such as slips of paper or electronic devices, by which members can indicate their choices without revealing how individual members have voted." RONR (12th ed.) 45:18

It is easy enough to meet this requirement if all members are participating in the meeting in the same manner - that is, they are all meeting in person or all meeting via Zoom (if such meetings are authorized in the bylaws). Holding a ballot vote would be rather complicated in the event that some persons are attending in person and some persons are attending remotely would be somewhat complicated, and the organization should adopt rules to address those concerns. The assembly should either adopt a rule creating a workable procedure for ballot votes or create a rule prohibiting ballot votes for mixed-attendance meetings. It is a denial of the basic rights of members to allow only some members to vote if a vote is taken by ballot.

1 hour ago, Guest AmyK said:

This is another mention of "in person" - "SECTION 3. QUORUM: One-quarter (1/4) of the members of the delegate assembly shall be present in person to constitute a quorum for the transaction of business, provided that a majority of the service areas shall have at least one of their delegates present at each such meeting."

1) Does anyone present via Zoom count legally toward quorum? 

Once again, it must first be noted that meeting in this manner is not permissible at all unless authorized in the bylaws (or applicable law or executive order). If it is not, then such persons certainly do not count toward the quorum.

Additionally, the particular wording of this rule, which explicitly says that "One-quarter (1/4) of the members of the delegate assembly shall be present in person to constitute a quorum," would seem to suggest that persons who are not present in person do not count toward the quorum even if attendance is authorized in this manner by other rules. That would seem rather unusual, however, so if that is the situation, it would seem advisable to amend the bylaws to amend that rule as soon as possible.

Edited May 19, 2021 at 10:22 PM by Josh Martin

[Richard Brown]

4 hours ago, Josh Martin said:

This is another mention of "in person" - "SECTION 3. QUORUM: One-quarter (1/4) of the members of the delegate assembly shall be present in person to constitute a quorum for the transaction of business, provided that a majority of the service areas shall have at least one of their delegates present at each such meeting."

It strikes me that the quoted provision might exist if the organization normally permits proxies but wants to insure that at least one-quarter of the members must be present in person rather than represented by a proxy.  If that is the intent of the provision, it leaves the question of whether a member participating electronically via Zoom is present "in person".  In my opinion, the answer is "probably not", but they are your rues and you (and your organization) must ultimately be the ones to interpret them.

I agree with Mr. Martin that if your bylaws (or state law or a governor's emergency proclamation) do not authorize electronic meetings, then they are technically not permitted.

However, you might take a look at Official Interpretation 2020-1 on the main website here (Scroll way down to # 2020-1 then click on the down arrow to open up the answer):  https://robertsrules.com/official-interpretations/

You might also look at the first pinned thread in the forum about electronic meetings during the pandemic, etc for additional guidance.

 

 

[Guest AmyK]

We don't have an allowance for proxy voting.

[Atul Kapur]

 I note that the section on Quorum refers to "members of the delegate assembly." It sounds like there is a fixed number of delegates in the assembly. In that case, quorum would be one quarter of that fixed number.