Meeting palce

[Jay M]

In our constitution it is stated under Section 5: Special Meetings: A special meeting of the Board of Trustees may be called by or at the request of the President, or any six (6) trustees. Special meetings of the Board of Trustees shall be held at the principal office of the corporation.

I wonder due to bad weather if the meeting held on a zoom call is it a valid meeting ? 

Thanks in advance

Jay Mettupalli

[Josh Martin]

On 1/27/2024 at 11:34 AM, Jay M said:

In our constitution it is stated under Section 5: Special Meetings: A special meeting of the Board of Trustees may be called by or at the request of the President, or any six (6) trustees. Special meetings of the Board of Trustees shall be held at the principal office of the corporation.

I wonder due to bad weather if the meeting held on a zoom call is it a valid meeting ? 

Are there other provisions in your constitution authorizing meetings to be held remotely?

If so, then yes. If not, then no.

[Jay M]

On 1/27/2024 at 11:45 AM, Josh Martin said:

Are there other provisions in your constitution authorizing meetings to be held remotely?

Yes there is another reference :

Section 11: Attendance of the Trustees at the regularly scheduled monthly Board meetings:

Section 11a: The Board may permit a trustee to participate in the Board meeting using a telephone or Video conference facilities, under certain conditions like family or personal emergencies, or if the Trustee is out of town but would like to participate in the meeting. In such case after proper identification of the Trustee, a speakerphone shall be used during the meeting. That Trustee shall be available for more than 3/4^th of the duration of the meeting, and all such participations shall be recorded.

[Josh Martin]

On 1/27/2024 at 11:53 AM, Jay M said:

Yes there is another reference :

Section 11: Attendance of the Trustees at the regularly scheduled monthly Board meetings:

Section 11a: The Board may permit a trustee to participate in the Board meeting using a telephone or Video conference facilities, under certain conditions like family or personal emergencies, or if the Trustee is out of town but would like to participate in the meeting. In such case after proper identification of the Trustee, a speakerphone shall be used during the meeting. That Trustee shall be available for more than 3/4^th of the duration of the meeting, and all such participations shall be recorded.

Hmm. I think it's debatable. The rule in question appears to envision a particular trustee calling into an in-person meeting, "under certain conditions," rather than anticipating the meeting in its entirety being held over Zoom.

[Jay M]

On 1/27/2024 at 12:23 PM, Josh Martin said:

Hmm. I think it's debatable. The rule in question appears to envision a particular trustee calling into an in-person meeting, "under certain conditions," rather than anticipating the meeting in its entirety being held over Zoom.

I agree with you it is debatable.  If a notice is sent out before the meeting  to that effect due to emergency situation the meeting will be held  in remotely then  is meeting in order?

Or once the meeting is conducted on zoom can the board ratify the validity of the meeting? 

[Josh Martin]

On 1/27/2024 at 12:36 PM, Jay M said:

I agree with you it is debatable.  If a notice is sent out before the meeting  to that effect due to emergency situation the meeting will be held  in remotely then  is meeting in order?

Again, I think it is debatable. It will ultimately be up to the organization to interpret its own rules in this matter. It seems to me there are two issues to interpret.

• Whether this situation satisfies the "conditions" specified in the rule.
• Whether the rule permits a situation in which all members of the board are remote.

On 1/27/2024 at 12:36 PM, Jay M said:

Or once the meeting is conducted on zoom can the board ratify the validity of the meeting? 

No. An invalid meeting can't conduct business, and therefore cannot ratify itself.

To the extent this meeting is not permitted, the board could at a later, valid meeting ratify the actions carried out by officers to implement the decisions made at the invalid meeting.

[Jay M]

On 1/27/2024 at 12:55 PM, Josh Martin said:

To the extent this meeting is not permitted, the board could at a later, valid meeting ratify the actions carried out by officers to implement the decisions made at the invalid meeting.

Thanks Josh. does in the next valid meeting the board can pass a resolution to approve the resolutions made in zoom call meeting? or only actions taken by the officers to implement the resolutions passed in the invalid meeting?

[Josh Martin]

On 1/27/2024 at 1:10 PM, Jay M said:

Thanks Josh. does in the next valid meeting the board can pass a resolution to approve the resolutions made in zoom call meeting? or only actions taken by the officers to implement the resolutions passed in the invalid meeting?

Technically, only the actions taken may be ratified, not the resolutions themselves. The resolutions could be adopted again.

[Jay M]

Thanks a lot Josh

[Gary Novosielski]

∅

Edited January 29, 2024 at 01:07 AM by Gary Novosielski