Validity of a Meeting

[Tomm]

The bylaws currently state "All meetings of the Board and the Exchanges, excluding Executive Sessions and Informational Meetings, shall be open and video recorded. Member comments at Board Meetings will be limited to posted motions."

The board is now considering adding a motion to amend the bylaws to add a blanket statement that electronic meetings are allowed. (The State Revised Statutes already allows them)

There is no mention of amending the current bylaw that states all meetings shall be open, video recorded with time available for Member comments. 

Question: If a totally electronic meeting were to be  held without first addressing and amending the current bylaw, would the electronic meeting be considered null and void because it violates the original bylaw? (Can't be open, video recorded or allow for member comments.) 

[Dan Honemann]

On 4/6/2023 at 6:22 PM, Tomm said:

The bylaws currently state "All meetings of the Board and the Exchanges, excluding Executive Sessions and Informational Meetings, shall be open and video recorded. Member comments at Board Meetings will be limited to posted motions."

The board is now considering adding a motion to amend the bylaws to add a blanket statement that electronic meetings are allowed. (The State Revised Statutes already allows them)

There is no mention of amending the current bylaw that states all meetings shall be open, video recorded with time available for Member comments. 

Question: If a totally electronic meeting were to be  held without first addressing and amending the current bylaw, would the electronic meeting be considered null and void because it violates the original bylaw? (Can't be open, video recorded or allow for member comments.) 

You say that applicable state law allows such meetings.  This answers your question.

[Tomm]

On 4/6/2023 at 3:51 PM, Dan Honemann said:

This answers your question.

But if it's impossible to provide an open meeting, video record it, and allow Members to comment when another bylaw strictly provides, shall do so, why wouldn't the electronic meeting be a violation?

Or is it just one of those issues where if nobody objects, it's just okay?

[Dan Honemann]

On 4/6/2023 at 7:01 PM, Tomm said:

But if it's impossible to provide an open meeting, video record it, and allow Members to comment when another bylaw strictly provides, shall do so, why wouldn't the electronic meeting be a violation?

Or is it just one of those issues where if nobody objects, it's just okay?

The answer to your question depends entirely upon a proper interpretation of your bylaws and applicable law.  Other than informing you that, to the extent that there is any conflict, applicable law trumps your bylaws, RONR has nothing to say about the matter.