Question About Electronic Convention

[1Angela]

This question is related to another question but in the interest of brevity I created a different topic.

The bylaws for our organization provide: 
 

1. The <organization> may hold electronic meetings for official party business of any recognized body of the State Party, including the Executive Committee as well as any committees created by the Executive Committee, unless specifically prohibited from doing so during their creation. Any official party business conducted via electronic means shall comply with Electronic Meetings section of the most current edition of Robert’s Rules of Order, Newly Revised.
   
   However, like everything else in our bylaws, it is not as straight forward as it would appear.  In 2020, the organization knowingly broke the bylaws and held a convention electronically because COVID restrictions made it impossible to convene in person.  In 2021, the members added the above text to the bylaws.  The original text read "may hold electronic meetings and conventions for official party business..." with the words "and conventions" deleted during the discussion. 
   
   The person recommending the deletion (who is the same person now arguing that the Special Convention cannot be electronic) did so with the caveat that the the "bylaws could be broken" for emergencies.  Because our members place a very high value the in-person experience that the conventions provide and wanted to prevent conventions from being routinely held via Zoom in the future, the motion to remove the words passed, albeit with an understanding that "the bylaws could be broken."   The video of the discussion is here: https://www.youtube.com/watch?v=sgjplm1q9l4&t=5950s
   
   For clarity, my novice opinion is that despite the oral agreement that we can break the bylaws, we cannot actually break the bylaws and the convention must be held in person.  However, I am getting pushback from people who are much better educated than I, using the logic that a chair refusing to hold a convention in 45 days is indeed an emergency.  

[Caryn Ann Harlos]

There are a ton of ambiguities with this bylaw as well (this organization has a lot of bylaws problems as noted before).  But you are not giving the entire picture.  State laws supersede the bylaws and state laws were allowing electronic meetings during COVID in 2020 (and likely in this case for nonprofit corporations, which this organization was).

But all of this is a red herring.  Let's take for sake of argument that the bylaws allow electronic convention and the members calling for a special convention want one.  Nothing in the bylaws allow the members to dictate the date, mode, or other details of the convention, other than the topics.  That is left to the Board.  The issue of whether or not one is allowed is ultimately irrelevant.  The issue is whether, if allowed, the members can demand one via petition.  They cannot.  And it is well established that the tradition and culture of the organization is to value the dynamic of the in person experience so the Board is within their rights to go that route.

Edited January 14, 2023 at 05:07 PM by Caryn Ann Harlos

[J. J.]

On 1/13/2023 at 7:07 PM, G.Lisa said:

This question is related to another question but in the interest of brevity I created a different topic.

The bylaws for our organization provide: 
 

1. The <organization> may hold electronic meetings for official party business of any recognized body of the State Party, including the Executive Committee as well as any committees created by the Executive Committee, unless specifically prohibited from doing so during their creation. Any official party business conducted via electronic means shall comply with Electronic Meetings section of the most current edition of Robert’s Rules of Order, Newly Revised.
   
   However, like everything else in our bylaws, it is not as straight forward as it would appear.  In 2020, the organization knowingly broke the bylaws and held a convention electronically because COVID restrictions made it impossible to convene in person.  In 2021, the members added the above text to the bylaws.  The original text read "may hold electronic meetings and conventions for official party business..." with the words "and conventions" deleted during the discussion. 
   
    

First, do your bylaws differentiate between conventions and other types of meetings?   It looks like they do. 

Second, since the intent is to exclude conventions, that would be the proper interpretation (56:68 #1).

Third, precedent is not binding, though it may be persuasive (23:10).  I would note that many states enacted temporary authorization for electronic during the pandemic that superseded the bylaws of a society (see 23:6 a. and 56:49, especially the footnote).  As we are no longer in a pandemic, that authorization may have expired, if it did exist in the first place.  Those are questions beyond the scope of this forum. 

 

Edited January 14, 2023 at 05:26 PM by J. J.

[Caryn Ann Harlos]

And quite simply, the idea that a Board, upon advice of a parliamentarian, in the face of a conflict in your bylaws, is choosing to honor a notice provision is some kind of "emergency" is nonsense.  There is no emergency and if there were, it would not justify an electronic convention.  There is nothing in this alleged "emergency" that makes in person impossible like a societal shutdown.

[Gary Novosielski]

On 1/13/2023 at 7:07 PM, G.Lisa said:

This question is related to another question but in the interest of brevity I created a different topic.

The bylaws for our organization provide: 
 

1. The <organization> may hold electronic meetings for official party business of any recognized body of the State Party, including the Executive Committee as well as any committees created by the Executive Committee, unless specifically prohibited from doing so during their creation. Any official party business conducted via electronic means shall comply with Electronic Meetings section of the most current edition of Robert’s Rules of Order, Newly Revised.
   
   However, like everything else in our bylaws, it is not as straight forward as it would appear.  In 2020, the organization knowingly broke the bylaws and held a convention electronically because COVID restrictions made it impossible to convene in person.  In 2021, the members added the above text to the bylaws.  The original text read "may hold electronic meetings and conventions for official party business..." with the words "and conventions" deleted during the discussion. 
   
   The person recommending the deletion (who is the same person now arguing that the Special Convention cannot be electronic) did so with the caveat that the the "bylaws could be broken" for emergencies.  Because our members place a very high value the in-person experience that the conventions provide and wanted to prevent conventions from being routinely held via Zoom in the future, the motion to remove the words passed, albeit with an understanding that "the bylaws could be broken."   The video of the discussion is here: https://www.youtube.com/watch?v=sgjplm1q9l4&t=5950s
   
   For clarity, my novice opinion is that despite the oral agreement that we can break the bylaws, we cannot actually break the bylaws and the convention must be held in person.  However, I am getting pushback from people who are much better educated than I, using the logic that a chair refusing to hold a convention in 45 days is indeed an emergency.  

Failure to plan ahead does not constitute an "emergency".  And to the extent that it does, it is one that is best remedied by replacing the failing officer.  Those people may be well educated, but not in the realm of parliamentary procedure.

[Josh Martin]

On 1/13/2023 at 6:07 PM, G.Lisa said:

Any official party business conducted via electronic means shall comply with Electronic Meetings section of the most current edition of Robert’s Rules of Order, Newly Revised.

This sentence is problematic, because the Electronic Meetings section of Robert's Rules of Order doesn't actually have rules for electronic meetings. Rather, it provides that the organization should adopt its own rules. See RONR (12th ed.) 9:36.

I would advise taking a look at the Appendix: Sample Rules for Electronic Meetings to look at several potential starting points for better rules. (But don't just say in your bylaws that you'll follow that section, because it has four different sets of sample rules.)

On 1/13/2023 at 6:07 PM, G.Lisa said:

However, like everything else in our bylaws, it is not as straight forward as it would appear.  In 2020, the organization knowingly broke the bylaws and held a convention electronically because COVID restrictions made it impossible to convene in person.  In 2021, the members added the above text to the bylaws.  The original text read "may hold electronic meetings and conventions for official party business..." with the words "and conventions" deleted during the discussion. 

Based upon these facts, it would seem quite clear that conventions cannot be held by electronic means.

I also concur with my colleagues that it is very possible (even likely) that there was something in state law or an executive order which authorized organizations to meet electronically in 2020, although whether or not this is correct has no bearing upon your present question.

On 1/13/2023 at 6:07 PM, G.Lisa said:

The person recommending the deletion (who is the same person now arguing that the Special Convention cannot be electronic) did so with the caveat that the the "bylaws could be broken" for emergencies.  Because our members place a very high value the in-person experience that the conventions provide and wanted to prevent conventions from being routinely held via Zoom in the future, the motion to remove the words passed, albeit with an understanding that "the bylaws could be broken."

I don't think this "understanding" counts for much of anything, since the understanding is not itself part of the bylaws -  and indeed, this understanding is not correct.

There is nothing in RONR which provides that the bylaws can be broken for emergencies. Indeed, RONR says quite the opposite.

"Rules contained in the bylaws (or constitution) cannot be suspended—no matter how large the vote in favor of doing so or how inconvenient the rule in question may be—unless the particular rule specifically provides for its own suspension, or unless the rule properly is in the nature of a rule of order as described in 2:14." RONR (12th ed.) 25:7

When an organization takes action such as an improper electronic meeting, this is acting entirely outside of the rules. Such action is not proper, regardless of the emergency. If an electronic meeting is nonetheless held, this is not a valid meeting of the organization. The association may, if it wishes, ratify actions taken by officers pursuant to the decisions at that meeting, but this is extremely risky. It is for this reason that such actions generally are taken only in the event of an emergency. See RONR (12th ed.) 10:52-57 for more information regarding ratification.

On 1/13/2023 at 6:07 PM, G.Lisa said:

For clarity, my novice opinion is that despite the oral agreement that we can break the bylaws, we cannot actually break the bylaws and the convention must be held in person.

Your novice opinion is entirely correct. The oral agreement "that we can break the bylaws" isn't worth the paper it's not printed on.

On 1/13/2023 at 6:07 PM, G.Lisa said:

However, I am getting pushback from people who are much better educated than I, using the logic that a chair refusing to hold a convention in 45 days is indeed an emergency.  

I am not in agreement that these facts, in and of themselves, constitute an "emergency" - not that it would matter if they did. It's also not clear to me what these facts have to do with needing to hold an electronic meeting.

Edited January 14, 2023 at 08:17 PM by Josh Martin

[Richard Brown]

On 1/13/2023 at 6:07 PM, G.Lisa said:

my novice opinion is that despite the oral agreement that we can break the bylaws, we cannot actually break the bylaws and the convention must be held in person.

I tend to agree, based upon the actual wording of the bylaw amendment as adopted and also your statement that the phrase “and conventions“ was deleted from the proposed bylaw language to permit electronic meetings and conventions. To me, that shows the intent of the assembly at the convention where the bylaw amendment was adopted was to permit electronic meetings but not to permit electronic conventions. 

[Caryn Ann Harlos]

I love it when we all can agree.