Requesting advice on electronic meetings

[Tomm]

Our bylaws currently only allow the board of directors to hold electronic meetings, which is a simple blanket statement with none of the concerns/special rules stated in the appendix off RONR's Sample Rules For Electronic Meetings.

I recently pointed out that the electronic meetings currently being held in committee meetings is in violation of our bylaws because the only permission that is granted is for the board of director meetings.

I have been asked by a director what's the best way to rectify this. Before I respond I thought I should check with you.

I think my first recommendation would be to remove the permission stated in the bylaws under Board of Directors Meetings and establish a new separate Article on "Electronic Meetings" that would also include the many Special Rules for Electronic Meetings. This would allow for the board of directors, all the committees, and even the Annual Membership Meeting, although I do believe it would be best not to include the Annual Membership Meeting!

This is my first recommendation because by just establishing a standing rule to allow committees, it would not address the fact that the blanket statement, regarding the board of directors meetings, still lacks any Special Rules!

The other situation that exists is that our organization has no, and does not, document any Special Rules of Orders, only Board Policies that I would consider to be the same as Standing Rules. (Something else I'm trying to get them to conform to!)

Can we, or should we just establish a new Article titled "Electronic Meetings" in the bylaws and have that Article refer to a Board Policy that included all the Special Rules, which would make it a little easier to amend in the future, although our board has the authority to amend the bylaws on their own, so I don't see any real advantage.  

Any help or alternative suggestions will be greatly appreciated.

[Gary Novosielski]

In the meantime, start holding your committee meetings properly.

My first priority in amending the bylaws would be to remove the authority of the board to amend them, but that's a pretty heavy lift.

[Tomm]

On 5/10/2024 at 8:45 PM, Gary Novosielski said:

My first priority in amending the bylaws would be to remove the authority of the board to amend them, but that's a pretty heavy lift.

Unfortunately that's a non-starter because that authority is in the Articles of Incorporation meaning it can only be amended if approved by the Members. 

[Tomm]

I was hoping to get a little more advice on this question so that I could get back to the Director with some good advice or other recommendations! 😞

[Josh Martin]

On 5/10/2024 at 2:29 PM, Tomm said:

Our bylaws currently only allow the board of directors to hold electronic meetings, which is a simple blanket statement with none of the concerns/special rules stated in the appendix off RONR's Sample Rules For Electronic Meetings.

Unfortunate, but not unusual.

On 5/10/2024 at 2:29 PM, Tomm said:

I recently pointed out that the electronic meetings currently being held in committee meetings is in violation of our bylaws because the only permission that is granted is for the board of director meetings.

I would note this is not categorically correct with respect to all committees, but it is correct with respect to committees established in the bylaws.

"As in the case of a board or any assembly, committees that are expressly established by the bylaws can hold a valid electronic meeting only if authorized in the bylaws to do so. A committee that is not expressly established by the bylaws, however, may instead be authorized to hold electronic meetings by a standing rule of the parent body or organization, by the motion establishing the particular committee, or by instructions included in a motion referring an individual matter to the committee or issued subsequent to such a motion (see 13:8(d), 13:22)." RONR (12th ed.) 9:35

On 5/10/2024 at 2:29 PM, Tomm said:

I think my first recommendation would be to remove the permission stated in the bylaws under Board of Directors Meetings and establish a new separate Article on "Electronic Meetings" that would also include the many Special Rules for Electronic Meetings.

I think this is a generally reasonable suggestion, however, the special rules for electronic meetings should be established in special rules, not within the bylaws.

On 5/10/2024 at 2:29 PM, Tomm said:

This would allow for the board of directors, all the committees, and even the Annual Membership Meeting, although I do believe it would be best not to include the Annual Membership Meeting!

I agree.

On 5/10/2024 at 2:29 PM, Tomm said:

Can we, or should we just establish a new Article titled "Electronic Meetings" in the bylaws and have that Article refer to a Board Policy that included all the Special Rules, which would make it a little easier to amend in the future, although our board has the authority to amend the bylaws on their own, so I don't see any real advantage.  

Yes.

On 5/12/2024 at 12:13 AM, Tomm said:

I was hoping to get a little more advice on this question so that I could get back to the Director with some good advice or other recommendations! 😞

See RONR (12th ed.) 9:36, and Appendix: Sample Rules for Electronic Meetings.

[Tomm]

Thank You Josh.