conference call rules

[Guest Sheree]

I need to have a conference call with my BOD. This is our first conference call, and I do not know what they rules for meetings via conference calls.

[Robert B Fish]

I need to have a conference call with my BOD. This is our first conference call, and I do not know what they rules for meetings via conference calls.

The rules in RONR are pretty simple. Unless your bylaws SPECIFICALLY allow meeting by conference call, you can't do it and any such meeting is null and void.

-Bob

[Greg]

Robert,

Can you specifically point out where that is stated in RR. The Executive Board of my Union uses

conference call meetings all the time and I'm sure our bylaws don't specifically say conference calls

are allowed. I'd love to point this out to them, please help.

[David A Foulkes]

Robert,

Can you specifically point out where that is stated in RR. The Executive Board of my Union uses

conference call meetings all the time and I'm sure our bylaws don't specifically say conference calls

are allowed. I'd love to point this out to them, please help.

Greg, pages 79-80 will describe the meeting as "all the people in one room" (ie NO tele or electronic meetings), and 482-483 will offer guidance for tele-meetings.

[Trina]

Robert,

Can you specifically point out where that is stated in RR. The Executive Board of my Union uses

conference call meetings all the time and I'm sure our bylaws don't specifically say conference calls

are allowed. I'd love to point this out to them, please help.

Also see RONR p. 255:

'it is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a legal meeting, the rules cannot be suspended so as to give the right to vote to a non-member, or to authorize absentee or cumulative voting, even by a unanimous vote.'

RONR pp. 408-409 repeats this rule, with the added note that:

'Exceptions to this rule must be expressly stated in the bylaws.'

[Trina]

I need to have a conference call with my BOD. This is our first conference call, and I do not know what they rules for meetings via conference calls.

Coming back to your original question, the board members could certainly have a conference call to hash out some urgent matter. If opinions on an issue are unanimous, the individual board members may even feel safe in taking action (which action would need to be ratified at the next real meeting, of course).

Just be clear that your conference call is not a formal meeting of the assembly under Robert's Rules, and that no formal decisions of the organization can properly be made during your chat. Any actions carried out as a result of the chat are actions taken by individual people who happen to be board members, they are not actions of the BOD.

[Robert B Fish]

Coming back to your original question, the board members could certainly have a conference call to hash out some urgent matter. If opinions on an issue are unanimous, the individual board members may even feel safe in taking action (which action would need to be ratified at the next real meeting, of course).

Trina, your suggestion that the board meet in an illegal meeting with the plan to take action and then then ratify it at a later meeting is a very slippery slope. The membership would be well within its rights to discipline the officers for planning then holding a meeting they know would be in violation of the bylaws and the fundamental rules of parliamentary law. They probably plan to take action based on that meeting that would be impossible to reverse were the action not ratfied later.

If we accept this idea, we would also be allowing a majority to essentially amend the bylaws without obtaining the needed 2/3 vote.

To the contrary, I suggest that they not hold the conference call meeting because it is not authorized by their bylaws. They should, instead, hold a special meeting (providing those are authorized) to handle this issue and then decide how to amend the bylaws for future meetings.

-Bob

[Trina]

Trina, your suggestion that the board meet in an illegal meeting with the plan to take action and then then ratify it at a later meeting is a very slippery slope. The membership would be well within its rights to discipline the officers for planning then holding a meeting they know would be in violation of the bylaws and the fundamental rules of parliamentary law. They probably plan to take action based on that meeting that would be impossible to reverse were the action not ratfied later.

Well, we don't know that; only Sheree does. Neither do we know if the issue(s) to be discussed is at all controversial within the organization. I wasn't trying to recommend the conference call option; but was pointing out that RONR has no prohibition on board members chatting, planning, socializing, whatever... outside of a formal meeting (and a conference call would be such an informal chat). Any actions coming out of such a non-meeting would be at the risk of the individual participants, and they should be clear on that.

If we accept this idea, we would also be allowing a majority to essentially amend the bylaws without obtaining the needed 2/3 vote.

To the contrary, I suggest that they not hold the conference call meeting because it is not authorized by their bylaws. They should, instead, hold a special meeting (providing those are authorized) to handle this issue and then decide how to amend the bylaws for future meetings.

-Bob

Are you saying that the board members should avoid the appearance of holding a meeting (even if they are clear that their get-together via conference call is not a formal meeting in the RONR sense)?

I think Sheree and her fellow board members should make an informed decision (on whether to proceed with the planned conference call) at the moment; whether to amend the bylaws in the future is, of course, up to whichever entity (general membership?) has the power to amend the bylaws.

[hmtcastle]

Any actions coming out of such a non-meeting would be at the risk of the individual participants, and they should be clear on that.

And even if all the members of the board agree, they're still acting as individuals until the action is properly ratified (which, of course, is practically a done deal). It should also be noted that such extra-meeting action should be rare and only used in an "emergency".

Better to enable the board (via the bylaws) to meet on short notice and/or authorize an individual officer to take emergency action.

[Trina]

And even if all the members of the board agree, they're still acting as individuals until the action is properly ratified (which, of course, is practically a done deal). It should also be noted that such extra-meeting action should be rare and only used in an "emergency".

Better to enable the board (via the bylaws) to meet on short notice and/or authorize an individual officer to take emergency action.

Also, given the atmosphere described by the same (I assume it's the same) poster in this other thread:

Sheree may wish to be particularly careful about participating in an outside-the-meeting conversation with people who favor 'common sense' over actually following the rules...

[Guest Sheree]

The rules in RONR are pretty simple. Unless your bylaws SPECIFICALLY allow meeting by conference call, you can't do it and any such meeting is null and void.

-Bob

[Guest Sheree]

Our By Laws do state... Due to the national presence of this organization, The Board of Directors is authorized to conduct all official business by telephone, email, and/or traditional correspondence. A meeting may be held, but is not required to conduct official business. For any official business, each director shall have one vote and such voting shall not be done by proxy.

My question is how long is each memeber allowed to talk, rules of conduct etc...

[Chris Harrison]

Since you have custom rules (allowing meetings by phone, email, or correspondence you all will need to figure out the customized details (and I would imagine those details will wildly vary depending on how you meet).

[Trina]

Our By Laws do state... Due to the national presence of this organization, The Board of Directors is authorized to conduct all official business by telephone, email, and/or traditional correspondence. A meeting may be held, but is not required to conduct official business. For any official business, each director shall have one vote and such voting shall not be done by proxy.

My question is how long is each memeber allowed to talk, rules of conduct etc...

If your BOD customarily (and per bylaws) conducts business by phone, aren't some of these details already established, and known to the participants?

You could take a look at:

http://www.aipparl.org/pdf/AIPemeet5.PDF

This may give you an idea of how other organizations have approached some of these issues. RONR will not provide direct guidance on the details.