Phone meetings and email voting

[Elbie70]

We are a non-profit. Our bylaws state that "Upon notice, the meetings of the Board of Directors may be conducted by telephone. The Board of Directors may also act by email vote, provided all members of the Board of Directors are permitted the opportunity to participate and all votes are shown to all Directors and reported in the minutes of the Board of Directors."

I believe that the issue of meeting by phone means that there must be teleconferencing by a quorum of the board members. Is this correct? 

I am unclear on the email voting. If there is no meeting or motion, what voting is the bylaws referring to? 

I can understand voting online on an issue such as who is bringing the pizza, but how could the BOD vote expenditures, adoption of service projects, etc. without a meeting and motions? If a meeting was held and motions were made, can someone not at the meeting vote by email on the issue?🤔

I believe what the Chair will be do is -  email  the BOD a question such as "should we give the Outreach Committee a $1000 for advertising". He will then tell the BOD to email their votes.

Would this be permitted? 

Any help or clarification you could give would be greatly appreciated. Thank you in advance.

Elbie

 

[Caryn Ann Harlos]

It seems (though usually the bylaws simply allow email voting and defer to special rules or order on how to actually do it) that the Chair or Secretary would email out the question and the vote would be emailed back - like used to happen in the days of postal mail voting.

[Josh Martin]

I would first note that if the organization wishes to continue conducting business in the manner described, it would be highly advisable to adopt further rules on this subject. For the teleconference meetings, see RONR (12th ed.) 9:30-36, and "Appendix: Sample Rules for Electronic Meetings."

RONR does not advise conducting business by email and has no guidance on that subject. But to the extent that an organization wished to adopt such rules, it would seem desirable to clarify matters such as:

• How an email vote is initiated
• Who is responsible for sending the email vote and collecting the responses
• How many days is permitted for members to respond to the email vote
• Whether amendments or other subsidiary motions are permitted (and if so, how that works)
• Whether members may request that a matter be considered at a meeting rather than by email vote, and if so, what the requirements are for this

On 1/31/2023 at 3:12 PM, Elbie70 said:

I believe that the issue of meeting by phone means that there must be teleconferencing by a quorum of the board members. Is this correct? 

Yes.

On 1/31/2023 at 3:12 PM, Elbie70 said:

I am unclear on the email voting. If there is no meeting or motion, what voting is the bylaws referring to? 

I would guess that the motion that is being voted on would be specified in the email.

On 1/31/2023 at 3:12 PM, Elbie70 said:

I can understand voting online on an issue such as who is bringing the pizza, but how could the BOD vote expenditures, adoption of service projects, etc. without a meeting and motions?

Your guess is as good as mine.

"A group that attempts to conduct the deliberative process in writing—such as by postal mail, electronic mail (e-mail), or 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 (see also 9:30–36)." RONR (12th ed.) 1:1n1

On 1/31/2023 at 3:12 PM, Elbie70 said:

If a meeting was held and motions were made, can someone not at the meeting vote by email on the issue?

While the organization's rules on this matter are not very detailed and leave much to be desired, in my view, the rule is not intended to permit members to vote by email on any matter decided by the board. So if a vote was taken by voice vote at an in person meeting, for instance, I do not think a member could simply email in their vote on that motion.

Rather, I think it permits members to vote by email only if an email vote is specifically taken. This might be determined by the assembly, at a meeting, or it may be that this can be initiated outside of a meeting. In any event, it does not seem to me that the fact that a member was present at a previous meeting makes any difference as to whether the member has the right to vote.

On 1/31/2023 at 3:12 PM, Elbie70 said:

I believe what the Chair will be do is -  email  the BOD a question such as "should we give the Outreach Committee a $1000 for advertising". He will then tell the BOD to email their votes.

Would this be permitted? 

I cannot say for certain, since your rules on this matter are not very detailed and leave much to be desired. But this does not seem to be an unreasonable procedure.

Edited January 31, 2023 at 10:52 PM by Josh Martin

[Richard Brown]

On 1/31/2023 at 3:12 PM, Elbie70 said:

I can understand voting online on an issue such as who is bringing the pizza, but how could the BOD vote expenditures, adoption of service projects, etc. without a meeting and motions?

I can tell you that it is quite common.... very common.... for organizations, especially boards, to conduct business and to vote on important motions via email ballots.  However, an organization which wants to have email voting should adopt rules governing the process.

On 1/31/2023 at 3:12 PM, Elbie70 said:

If a meeting was held and motions were made, can someone not at the meeting vote by email on the issue?🤔

Not in any situations that I am aware of, although individualized rules could permit it.  That really isn't the purpose of email voting.  The purpose, as Mr. Martin explained, is to take a vote on an issue exclusively by email in lieu of a meeting.

Edited to add:  Permitting absent members to vote via email would constitute absentee voting, which would have to be authorized in the bylaws.  Although email voting is a form of absentee voting, I would not view a bylaw which permits email voting in lieu of a meeting as permitting a member who is absent from a meeting to submit a vote via email.  Again, however, that is one of the reasons for having rules governing email voting!   Whether an absent member could submit a vote via email might ultimately by a question of bylaws interpretation. 

 

On 1/31/2023 at 3:12 PM, Elbie70 said:

I believe what the Chair will be do is -  email  the BOD a question such as "should we give the Outreach Committee a $1000 for advertising". He will then tell the BOD to email their votes.

Would this be permitted? 

That is the way email voting is usually conducted.  However, most organizations which utilize email voting have adopted rules governing the procedure... as they should!

Edited February 1, 2023 at 01:12 AM by Richard Brown
Added 2nd paragraph to the response to the second quote from Elbie70.

[Atul Kapur]

On 1/31/2023 at 4:12 PM, Elbie70 said:

We are a non-profit.

If you are incorporated, then the laws of the jurisdiction of incorporation may have something to say about this. You should look at whether the applicable law says anything about this, whether it specifies a method, and whether it supersedes your bylaws - particularly the vote required. For example, Illinois allows non-profit corporation boards to take action outside of a meeting but this requires written approval from all directors (i.e. any abstention or any votes in opposition would mean this is not approved in this way).  

Quote

Sec. 108.45. Informal action by directors.
    (a) Unless specifically prohibited by the articles of incorporation or bylaws, any action required by this Act to be taken at a meeting of the board of directors of a corporation, or any other action which may be taken at a meeting of the board of directors . . .  may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be approved in writing by all of the directors . . . .

    b) . . . . The action taken shall be effective when all the directors . . . have approved the consent unless the consent specifies a different effective date.

    (c) Any such consent approved in writing by all the directors . . . shall have the same effect as a unanimous vote and may be stated as such in any document filed with the Secretary of State under this Act.

Illinois General Not For Profit Corporation Act of 1986
805 ILCS 105/108.45