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Motion and Vote by email?


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Does a Board need to meet to pass a motion. Our board recently reviewed a proposal from the ED, that asked for a board decision. A member of the board moved a motion by email, it was seconded and had most members indicate that they support the motion by email. So if all members of a board of directors vote for the motion, it passes, would it actually be binding? Should we vote on it at the next meeting? Hadn't foreseen this so I don't know. Our by-laws do not expressly rule it out, or allow it for that matter, but we do have a provision that board members can attend meetings by phone. Is this just a new extension of the "e-meeting" age?

Looking for thoughts about the practice, especially to share with the board as I formulate my response.

Thanks

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Does a Board need to meet to pass a motion. Our board recently reviewed a proposal from the ED, that asked for a board decision. A member of the board moved a motion by email, it was seconded and had most members indicate that they support the motion by email. So if all members of a board of directors vote for the motion, it passes, would it actually be binding? Should we vote on it at the next meeting? Hadn't foreseen this so I don't know. Our by-laws do not expressly rule it out, or allow it for that matter, but we do have a provision that board members can attend meetings by phone. Is this just a new extension of the "e-meeting" age?

No, since there are no rules governing the practice in your bylaws, it's completely improper, and any action taken by such a non-meeting is null and void. Furthermore, anyone who participates can leave themselves open to personal liability for any untoward results that may occur. Step--away--from--the--computer!

The essential difference in attending meetings by phone is that (presumably) everyone can at least hear everyone else. That's necessary to allow for debate, one of the bedrock requirements of any deliberative assembly. So it's a requirement in RONR, if the bylaws do permit phone or conference call meetings, that all members can hear each other simultaneously.

But note well that without such a bylaws provision, RONR prohibits even phone meetings.

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