Electronic Meetings

[Guest Gretchen]

My organization has both a Membership and a Board, they have adopted RONR in its bylaws, and both the Membership and Board have monthly in-person meetings  (at least until COVID-19 struck back in March of 2020).  Because the bylaws authorizes only the Board to conduct electronic meetings, our membership has not met for over a year. Last month the Board met via teleconference and drafted an SOP (standard operating procedure) authorizing the membership to conduct electronic meetings, and they are calling an emergency in-person  meeting of the membership in June of 2021  to approve the SOP.   My question is: Do we have to amend the membership bylaws to conduct electronic meetings or can it be done by an SOP.  In fact, I was told that the Board could have approved the SOP without going through the membership at all.

[George Mervosh]

10 minutes ago, Guest Gretchen said:

My organization has both a Membership and a Board, they have adopted RONR in its bylaws, and both the Membership and Board have monthly in-person meetings  (at least until COVID-19 struck back in March of 2020).  Because the bylaws authorizes only the Board to conduct electronic meetings, our membership has not met for over a year. Last month the Board met via teleconference and drafted an SOP (standard operating procedure) authorizing the membership to conduct electronic meetings, and they are calling an emergency in-person  meeting of the membership in June of 2021  to approve the SOP.   My question is: Do we have to amend the membership bylaws to conduct electronic meetings or can it be done by an SOP.  In fact, I was told that the Board could have approved the SOP without going through the membership at all.

The bylaws must be amended or you can't have them.

"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."  RONR (12th ed.) 9:30

[Gary Novosielski]

On 5/27/2021 at 9:22 AM, Guest Gretchen said:

My organization has both a Membership and a Board, they have adopted RONR in its bylaws, and both the Membership and Board have monthly in-person meetings  (at least until COVID-19 struck back in March of 2020).  Because the bylaws authorizes only the Board to conduct electronic meetings, our membership has not met for over a year. Last month the Board met via teleconference and drafted an SOP (standard operating procedure) authorizing the membership to conduct electronic meetings, and they are calling an emergency in-person  meeting of the membership in June of 2021  to approve the SOP.   My question is: Do we have to amend the membership bylaws to conduct electronic meetings or can it be done by an SOP.  In fact, I was told that the Board could have approved the SOP without going through the membership at all.

Emergencies notwithstanding, nothing short of a provision in the bylaws can authorize electronic meetings.  An SOP is not sufficient.  And the bylaws probably contain a procedure for their own amendment, which is the only way the bylaws may be changed.   If there is no such procedure, RONR does contain a default.