Electronic Voting on a Motion after Board Meeting

[Guest Anne Cooper]

Our Board passed a resolution electronically after the last Board Meeting in July. I am preparing these minutes for our upcoming Board Meeting on September 21st. Do I include this motion as an addendum to the July Board Meeting Minutes? Do I indicate in the resolution that the motion was passed electronically?

[hmtcastle]

Our Board passed a resolution electronically after the last Board Meeting in July. I am preparing these minutes for our upcoming Board Meeting on September 21st. Do I include this motion as an addendum to the July Board Meeting Minutes? Do I indicate in the resolution that the motion was passed electronically?

As far as RONR is concerned, all voting takes place at meetings (unless the bylaws provide for other methods). And minutes record what was done at a meeting. So I'm afraid you're on your own as you've strayed beyond the well-trodden paths of RONR.

Assuming extra-meeting electronic voting is authorized, I suppose you could report the results at the next meeting and include them in the minutes of that meeting.

[Chris Harrison]

Our Board passed a resolution electronically after the last Board Meeting in July. I am preparing these minutes for our upcoming Board Meeting on September 21st. Do I include this motion as an addendum to the July Board Meeting Minutes? Do I indicate in the resolution that the motion was passed electronically?

Do your bylaws specifically allow voting electronically? If they don't you can't do it (RONR p. 2 footnote, pp. 408-409) and any motions passed that way would be null and void (RONR p. 244d). If the bylaws do provide for electronic voting you all will need to figure out the rules on how the minutes would reflect any votes taken that way outside of a meeting.

[Guest Edward Dells]

If I recall from my reading, isn't there some mention of "ratifying" such decisions at subsequent meetings? Would that be applicable here, in that the Board would take a "vote" in essence confirming their electronic decision?

[hmtcastle]

If I recall from my reading, isn't there some mention of "ratifying" such decisions at subsequent meetings? Would that be applicable here, in that the Board would take a "vote" in essence confirming their electronic decision?

Well, the ratification of actions taken outside of the context of a meeting should be reserved for rare, "emergency", occasions. It should not be a routine practice.

[Josh Martin]

If I recall from my reading, isn't there some mention of "ratifying" such decisions at subsequent meetings? Would that be applicable here, in that the Board would take a "vote" in essence confirming their electronic decision?

The board may, if it wishes, choose to ratify the action taken by individual board members in lieu of a board meeting. This is a main motion and requires a majority vote.