Voting between meetings

[DavidWC]

Between our scheduled meetings, the president of our organization sent an email to our 10 Board members (including myself, the VP) asking each to vote on 3 "proposals" and to reply to him by a certain date. Two proposals had to do with spending money. The third had to do with setting a specific day of the week for all future meetings (our current By-laws state meeting dates are set by a majority of the Board or at the call of the president).

Our By-laws do not allow (nor do they disallow) voting to take place between meetings. Instead of voting, I replied and said we should not be voting between meetings. A few Board members did reply with their vote via email. Perhaps some replied with their vote only to the president. Our president replied and said he will direct our Secretary to cast one vote for each proposal at our next meeting based on the outcome of this between meetings vote. He did not say the outcome of the between meetings vote would take effect before the next scheduled meeting, but I suspect that is his intent.

I have concerns about voting between meetings. I'm not well versed on Robert's Rules of Order, but our By-laws state we will abide by RROR if something is not covered in our By-laws. Does RROR mention about voting (or how to vote) between meetings?

We are a Chartered non-profit organization in NYS. Being Chartered means we must abide by NYS Education Department rules and regulations.

 

Thanks - David

[George Mervosh]

"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

So unless some higher rule (like the ones you mentioned) permit it, it cannot be validly done under the rules in RONR.

[Joshua Katz]

On 3/29/2022 at 3:24 PM, DavidWC said:

Does RROR mention about voting (or how to vote) between meetings?

Yes. Any such voting is prohibited unless authorized by your bylaws. If your bylaws are silent, none of this is in order and a point of order should be raised at the next meeting to any actions taken in reliance on these votes. And certainly holding a "vote" at the meeting in which those present cannot vote is no cure.

On 3/29/2022 at 3:24 PM, DavidWC said:

We are a Chartered non-profit organization in NYS. Being Chartered means we must abide by NYS Education Department rules and regulations.

 

Anything resulting from this is beyond the scope of this forum, which deals only with parliamentary procedure.

[Dan Honemann]

"The personal approval of a proposed action obtained separately by telephone, by individual interviews, or in writing, even from every member of the board, is not the approval of the board, since the members lacked the opportunity to mutually debate and decide the matter as a deliberative body" (RONR. 12th ed., 49:16).