Statutes Governing Decision-Making Outside of In-Person Meetings By Jim Slaughter, PRP
The COVID-19 pandemic has certainly brought into focus how essential meetings are. Nonprofits, unions, places of worship, community associations, condos/homeowner associations (HOA’s), and governmental bodies have all struggled with making decisions when stay-at-home orders prevent in-person gatherings. This article is not intended to duplicate recent National Parliamentarian (NP) articles on virtual meetings and electronic voting. Instead, it examines what statutory options may exist for making decisions outside of physical meetings.
An NP article on statutory approaches outside of parliamentary manuals may seem odd. However, the best parliamentarians work hand-in-hand with legal counsel, each relying upon the other’s expertise. And parliamentarians should be asked to advise on the wording and practices described below. Also, as noted in my NP article, “Parliamentarians: Avoid the Practice of Law” (First Quarter 1995), parliamentarians need to be aware of and can point out relevant state statutes, even if they should not advise on them. “By doing so, you should earn the respect of your client as well as protect yourself from claims that you have exceeded your authority as a parliamentarian.” RONR (11th ed.) § 9 p. 97 states that “Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting.” While the manual notes that an electronic meeting with simultaneous aural communication can be a deliberative assembly, there are multiple references about such a process being “properly authorized in the bylaws.” What if the bylaws are silent about electronic meetings? And if electronic meetings are not permitted, are there no other means by which members might make decisions? For incorporated nonprofits and some organizations, there are statutes that may provide help. (Caveat: Whether the following options apply in a specific situation or whether language in the bylaws www.parliamentarians.org
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