Conducting Board Business online

[Guest Dan Hickey]

While our bylaws are silent about this, our group has a Standing Rule which states(verbatim):

Voting, Electronic

Decisions by the board of directors may be done electronically (online)as needed, duly recorded and entered in the secretary's minutes.

I'm not quite sure how business is conducted in this environment. Is it as if the board were in continuous session? Could a director just make a motion, get a second (entertain discussion?) and call a vote? What happens to quorum requirements? I want to use this creatively, if possible. We have no provision for calling a special board meeting and I need to get a board motion passed before the next membership meeting. The chair, if she knew the intent, would rather the board not consider the matter.

[hmtcastle]

I'm not quite sure how business is conducted in this environment.

And no one here is either. Note that a rule providing for voting electronically doesn't necessarily permit meeting electronically. Further, if "(online)" is not part of the bylaws, it might be that the kind of electronic voting that's authorized is the kind that's done in the U.S. House of Representatives where members are present and vote (electronically) by swiping a card and pushing a button

We have no provision for calling a special board meeting

Then you can't hold special meetings.

[Trina]

While our bylaws are silent about this, our group has a Standing Rule which states(verbatim):

Voting, Electronic

Decisions by the board of directors may be done electronically (online)as needed, duly recorded and entered in the secretary's minutes.

I'm not quite sure how business is conducted in this environment. Is it as if the board were in continuous session? Could a director just make a motion, get a second (entertain discussion?) and call a vote? What happens to quorum requirements? I want to use this creatively, if possible. We have no provision for calling a special board meeting and I need to get a board motion passed before the next membership meeting. The chair, if she knew the intent, would rather the board not consider the matter.

Since the default situation under RONR is that absentee participation in meetings and absentee voting are not permitted, an organization which chooses to use absentee participation must spell out all the particulars in its own rules. The one sentence you quote is not enough to do a good job of spelling out the particulars. Further, since your bylaws are silent, I don't believe a standing rule is sufficient to actually authorize electronic voting in the first place (see RONR, footnote on p. 2, which says that 'efforts to conduct the deliberative process by postal or electronic mail... must be expressly authorized by the bylaws...'). Standing rules or special rules of order could/should be used to detail the particulars of conducting business in this way (see also RONR, top of p. 483).

That being said, 'creative' use of the rules, in order to keep a potential opponent to a motion out of the loop, flies in the face a fundamental principle of parliamentary law. ALL members of a body have a basic right to attend meetings, and to participate in the business conducted there.

[Guest Guest]

There is no intent to prevent attendance and participation. In our case the chair must CALL a board meeting and would not, thus limiting the participation of the majority board block (and consideration of a particular motion while still meaningful).