In this post Covid era, our society meets via teleconferencing (ZOOM.) Voting Guidelines?

[Guest Inquisitive Secretary]

Our Society is updating our current bylaws (written in the 1980's) and are needing to have two thirds majority to vote to adopt these amended bylaws. The current Bylaws do not clarify if this has to be "in-person." One would think, since they were crafted prior to our Pandemic that this is implied? Since the majority of our membership attends our meetings via ZOOM, is this method considered "in-person?" A person could have a nay vote by being seen and heard. Since our world changed so drastically after Covid, is there any leeway to the "in-person" definition? What is the standing regarding this in Robert's Rules?

Aside that, my understanding is that we will need to incorporate electronic media voting into our amended bylaws.... am I correct? Or is it still only "in person" at a general meeting by being physically present?

[Joshua Katz]

On 9/24/2023 at 9:07 PM, Guest Inquisitive Secretary said:

The current Bylaws do not clarify if this has to be "in-person."

Assuming RONR is specified in your bylaws as your parliamentary authority, any meetings other than "in-person" are prohibited unless your bylaws say otherwise.

On 9/24/2023 at 9:07 PM, Guest Inquisitive Secretary said:

Since the majority of our membership attends our meetings via ZOOM, is this method considered "in-person?"

Do your bylaws allow for Zoom attendance?

On 9/24/2023 at 9:07 PM, Guest Inquisitive Secretary said:

Aside that, my understanding is that we will need to incorporate electronic media voting into our amended bylaws.... am I correct? Or is it still only "in person" at a general meeting by being physically present?

Per RONR, attending means being there. If your society wants something different, though, it is free to adopt a bylaw to that effect.

[Greg Goodwiller, PRP]

Unless your state code (which supersedes your parliamentary authority) mandates otherwise, RONR requires that electronic meetings be authorized in an assembly's bylaws. Specifically, RONR 9:30 states, "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.:

If your bylaws do not currently so authorize electronic meetings, an amendment must be adopted by the assembly at a meeting at which a quorum of members is present in person. 

RONR goes on to speak about special rules of order related to such meetings, and various conversations in this forum discuss such rules and the process for developing and adopting them in some detail.

 

[Josh Martin]

On 9/24/2023 at 8:07 PM, Guest Inquisitive Secretary said:

Our Society is updating our current bylaws (written in the 1980's) and are needing to have two thirds majority to vote to adopt these amended bylaws. The current Bylaws do not clarify if this has to be "in-person." One would think, since they were crafted prior to our Pandemic that this is implied?

Regardless of when the bylaws were adopted, "in-person" is implied, unless the bylaws specifically state otherwise.

(Although for what it is worth, I think it is certainly correct that the drafters in the 1980s did not have Zoom meetings in mind.)

On 9/24/2023 at 8:07 PM, Guest Inquisitive Secretary said:

Since the majority of our membership attends our meetings via ZOOM, is this method considered "in-person?"

No, attending via "Zoom" is not "in-person."

To be perfectly clear on this matter, unless the bylaws provide otherwise, meetings must be conducted with the members physically present in a single physical location.

On 9/24/2023 at 8:07 PM, Guest Inquisitive Secretary said:

A person could have a nay vote by being seen and heard. Since our world changed so drastically after Covid, is there any leeway to the "in-person" definition?

No. While RONR recognizes that there is a desire for some organizations to permit electronic meetings, such meetings must be authorized in the bylaws.

On 9/24/2023 at 8:07 PM, Guest Inquisitive Secretary said:

What is the standing regarding this in Robert's Rules?

"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.

Among some organizations, there is an increasing preference, especially in the case of a relatively small board or other assembly, to transact business at electronic meetings—that is, at meetings at which, rather than all participating members being physically present in one room or area as in traditional (or “face-to-face”) meetings, some or all of them communicate with the others through electronic means such as the Internet or by telephone. A group that holds such alternative meetings does not lose its character as a deliberative assembly (see 1:1) so long as the meetings provide, at a minimum, conditions of opportunity for simultaneous aural communication among all participating members equivalent to those of meetings held in one room or area. Under such conditions, an electronic meeting that is properly authorized in the bylaws is treated as though it were a meeting at which all the members who are participating are actually present." RONR (12th ed.) 9:30-31

On 9/24/2023 at 8:07 PM, Guest Inquisitive Secretary said:

Aside that, my understanding is that we will need to incorporate electronic media voting into our amended bylaws.... am I correct?

To the extent that your organization wishes to hold electronic or "hybrid" meetings, yes, provisions authorizing such meetings will need to be incorporated into your bylaws. Ideally, supporting rules will be adopted as well.

See RONR (12th ed.) 9:30-36 and Appendix: Sample Rules for Electronic Meetings for advice regarding this matter.

On 9/24/2023 at 8:07 PM, Guest Inquisitive Secretary said:

Or is it still only "in person" at a general meeting by being physically present?

It is still only "in person" by being physically present, unless your bylaws provide otherwise.

Edited September 25, 2023 at 11:00 AM by Josh Martin