Boatd meeting/Chair/Sec

[Guest Pat]

Our Board is going to hold a meeting but there will only be ONE Director (the Sec). There are 7 Directors..some of them will be on the phone. Is it allowed for the Sec (the one present)to also serves as Chair? And isn't their physical presence required? Our Bylaws are silent so we abide by Roberts..

Thank you

[Rob Elsman]

Our Board is going to hold a meeting but there will only be ONE Director (the Sec). There are 7 Directors..some of them will be on the phone. Is it allowed for the Sec (the one present)to also serves as Chair? And isn't their physical presence required? Our Bylaws are silent so we abide by Roberts..

Thank you

This arrangement violates the one room or area fundamental principle of parliamentary law. Only members of the board who are actually present in the one room or area where the meeting is held can be counted toward the quorum requirement, and only those members who are actually present at the meeting can vote. The others are absentees, even though they may be on the phone. See RONR (10th ed.), p. 1, ll. 12-14; p. 408, l. 31, through p. 409, l. 15; p. 482, l. 28, through p. 483, l. 5.

When the bylaws specifically authorize the board to meet by teleconference or videoconference, the society should adopt appropriate special rules of order to deal with the particular procedural issues that arise with these means of communication.

[Kim Goldsworthy]

Is it allowed for the Sec (the one present) to also serves as Chair?

Yes.

That is, no rule is violated when one person performs both jobs simultaneously.

It is not recommended, since concentration on a chair's duties can interfere with concentration on a secretary's duties, and vice versa. But no business will become invalid just because one person is wearing two hats simultaneously. Or three hats.

And isn't their physical presence required?

Yes.

All participants who are on the telephone via teleconference:

(a.) won't count toward the quorum, if Robert's Rules applies.

(b.) cannot vote, if Robert's Rules applies.

I hope your bylaws address these two issues. Else you risk having 100% of your business declared null and void upon a simple Point of Order.

[David A Foulkes]

Our Board is going to hold a meeting but there will only be ONE Director (the Sec). There are 7 Directors..some of them will be on the phone. Is it allowed for the Sec (the one present)to also serves as Chair? And isn't their physical presence required? Our Bylaws are silent so we abide by Roberts..

Thank you

I might add that if your regular presiding officer (President?) won't be there in person, and the next-in-line (Vice President?) won't be there in person, then the Secretary should call the meeting to order and handle the election of a chair pro tem (from those attending in person) to preside. From there on out, the previous answers provide much guidance for you, especially with regard to the legitimacy of this meeting to begin with.

[Rev Ed]

If the By-laws of the organization allow for teleconference meetings, then the specific by-law should state how this works. The By-law would supercede RONR, thus may allow those using teleconference to be counted towards quorum, allowed to vote, etc. just like being phhysically present. Also, I know of a couple organizations that allow teleconference through their by-laws and those members who are physically present must accept other members joining via teleconference.

[J. J.]

If the By-laws of the organization allow for teleconference meetings, then the specific by-law should state how this works.

According to the first post, teleconferencing is not authorized in the bylaws.

[Tim Wynn]

The secretary might want to read RONR(10th ed.), p. 336, l. 24 - p. 338, if he's expecting to preside over a meeting with no quorum.