Board conducting a vote via email to change policy

[Guest Gwendolyn]

Our By-Laws are silent about voting by email to reach decisions by the Board of Directors. The By-Laws state that we are to follow Roberts Rules of Order to conduct meetings. Recently, our Club President, who presides at our BOD, sent out a motion to be approved by an email vote. This motion would nullify a policy approved by the BOD months prior. Not all directors use email, so they were left out. No discussion was permitted, only a yes or no vote. This motion was not made during an official meeting; it was developed by the President and one Board member.

Is this type of behavior permitted under Roberts Rules of Order?

[Guest Anon]

No, email voting must be authorized by your bylaws, and if it's not, anything decided by such an email vote is invalid.

Even if they were, it is totally unreasonable to not include those who don't have email, and I'm not sure how the president would not permit discussion. Is he threatening to throw you out of the club for hitting reply all and making an argument?

[Joshua Katz]

I don't know where presidents like this think they get the power to set the terms on which boards may deliberate. 

[Guest Gwendolyn]

Thanks for your responses. They are helpful.

[Gary Novosielski]

On 2/7/2024 at 2:26 PM, Guest Gwendolyn said:

Our By-Laws are silent about voting by email to reach decisions by the Board of Directors. The By-Laws state that we are to follow Roberts Rules of Order to conduct meetings. Recently, our Club President, who presides at our BOD, sent out a motion to be approved by an email vote. This motion would nullify a policy approved by the BOD months prior. Not all directors use email, so they were left out. No discussion was permitted, only a yes or no vote. This motion was not made during an official meeting; it was developed by the President and one Board member.

Is this type of behavior permitted under Roberts Rules of Order?

No, it's not.  Any result of that vote is null and void.

[Michael Seebeck]

As others have stated, if the Bylaws don't authorize email votes, then it's invalid.

That being said, IMO email votes even when authorized are terrible to deal with it because the normal rules for debates and voting don't apply since it's a multi-threaded process between votes and debates happening simultaneously and amendments not allowed, they can be a mess to tally, and in general are not a good process--and trying to imitate an in-person motion-debate-vote single-thread process under RONR in an email motion is a colossal mess that should never be tried (I tried that once years ago, and it was so cumbersome and convoluted that it was abandoned mid-process and simply brought up at the next in-person meeting.)