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Email voting


Guest maryf

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We have a Board of directors who consistely make motions and then vote by email. One of their excuses for doing this is because they can NEVER get all members of the Board together. While the by-laws state that if a director misses two consecutive meetings they are to be removed. The Board keeps excusing them. There is one member of the Board has not made a meeting in over a year. Is there any rulings or law regarding this? Thanks,

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We have a Board of directors who consistely make motions and then vote by email. One of their excuses for doing this is because they can NEVER get all members of the Board together. While the by-laws state that if a director misses two consecutive meetings they are to be removed. The Board keeps excusing them. There is one member of the Board has not made a meeting in over a year. Is there any rulings or law regarding this? Thanks,

Yes, unless your bylaws specifically allow e-mail voting, you cannot do it and all such actions are null and void.

Also, unless the bylaws provide an option for the board to waive the rules of absences, they cannot do that either.

Of course, we can't force your board to follow your rules.

-Bob

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We have a Board of directors who consistely make motions and then vote by email. One of their excuses for doing this is because they can NEVER get all members of the Board together. While the by-laws state that if a director misses two consecutive meetings they are to be removed. The Board keeps excusing them. There is one member of the Board has not made a meeting in over a year. Is there any rulings or law regarding this? Thanks,

The actions of the board are improper, as clearly explained by Mr. Fish.

Just a couple of peripheral comments --

There shouldn't be a need to get ALL members of the board together to hold a meeting and properly conduct business. All you need is quorum. If the quorum requirement in the bylaws is too high, consider amending the bylaws to make the quorum reasonable.

Also, in the long run, you (meaning the organization) might want to consider whether the missing-two-consecutive-meetings rule really serves you well.

Depending on the language of that rule, it's possible that some of your board members are already off the board; they may just not realize it yet :P . Do the bylaws tell you if some additional removal step must be followed, or does the missing of meetings automatically terminate board membership?

From your description it seems clear that your board is meeting in person also (i.e. not making decisions exclusively by e-mail) -- have they been ratifying their e-mail decisions when they get together in person? Of course, if you have a bunch of zombie board members (the ones who have missed two or more consecutive meetings) still participating, in the mistaken belief that they are live board members, then even ratified decisions may not be valid.

It sounds like quite a mess...

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