Questions & Answers

The intent of this column is to provide general answers or advice (not formal, official opinions) about the questions asked. The answers are based on the most recent edition of Robert’s Rules of Order Newly Revised, unless otherwise indicated, and do not take into account such governing authorities as statutes, bylaws, adopted special rules of order, other parliamentary authorities, or earlier editions, except as specifically mentioned.

The abbreviations used in these questions and answers are explained in National Parliamentarian Vol. 81, No. 2, Winter 2020, p. 24.

Questions should be emailed to npquestions@nap2.org.

Electronic Meeting Does Not Mean Email

QQuestion 7: Our organization uses Robert’s Rules, and our bylaws

state that all business of the organization and of the board must be conducted during an appropriately called meeting, and the bylaws further state that both the board and the organization can meet electronically, with no additional details. I think this means we can conduct business by email; another member is arguing that we can’t, that this just means we can use teleconferences. Who is correct?

ANSWER:

The member who stated that your organization cannot conduct business by email was correct. Under Robert’s Rules of Order Newly Revised, 11th Edition (RONR), the intent of allowing electronic meetings is to include the use of technology, such as teleconferencing or videoconferencing, to conduct meetings. Utilizing this type of technology to meet maintains the characteristics of a deliberative assembly, meaning that all members can simultaneously hear each other and participate in debate without being present in the same location. It does not intend to allow the use of email, whereby the members cannot simultaneously hear each other and participate. Unless specifically included in the organization’s bylaws, utilization of email to conduct your organization’s business would most likely be a violation of your bylaws. RONR provides guidance on electronic meetings on pages 97 through 99. The specific citation addressing meeting by email resides at p. 98, ll. 11-19 as follows: “It is important to understand that, regardless of the technology used, the opportunity for simultaneous aural

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communication is essential to the deliberative character of the meeting. Therefore, a group that attempts to conduct the deliberative process in writing (such as by postal mail, e-mail, “chat rooms,” or fax—which is not recommended—does not constitute a deliberative assembly. Any such effort may achieve a consultative character, but it is foreign to the deliberative process as understood under parliamentary law.”

Ballot Voting in Telephone Meeting

QQuestion 8: My chapter’s bylaws allow for electronic or telephonic

meetings during an emergency, such as a pandemic. We wish to elect officers at our annual meeting—the current officers are all outspoken in their intention not to remain in office any longer than the original term.

Most of our members are not technologically advanced and cannot participate by means of the internet or smart phone. We wish to hold the meeting by a free conference call.

The nominating committee is proposing only one candidate for each office. Our bylaws expressly allow for election by acclamation if there is only one candidate; otherwise, our bylaws require a ballot vote. The bylaws also mandate that nominations from the floor are allowed.

In the event a nomination is made from the floor, many of us believe that we can vote for a candidate by announcing our vote. Our parliamentarian, however, insists that a ballot vote, which we are required to have in a contested election, must be secret.

Is there any legitimate way to both conduct a telephonic election and to maintain secrecy of member choices? One solution we are considering, if there are two or more candidates, is to have all members call an agreed-upon person, who will be honor-bound to (1) tally the votes correctly and (2) to maintain the secrecy of how members voted.

ANSWER:

Voting by ballot is used when secrecy of the members’ votes is desired. RONR, p. 412. Under typical circumstances, a ballot can consist simply of a piece of paper on which the voter indicates choice. RONR, p. 413. Ballot voting is often required in voting for officers and, as you say, is mandated in your case. When the bylaws require a vote be taken by ballot, this provision cannot be suspended, even by unanimous consent.

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Clearly, the report of the nominating committee must be received, and the chair must call for further nominations from the floor. If there are any additional nominations, a ballot vote must be held. The purpose of a ballot vote is to maintain secrecy, and a voice or roll call vote would not be in order. You are trying to accomplish the required secrecy by appointing a trusted individual to collect what in effect are verbal ballots. When possible, the best answer is to conduct the meeting by means of technology that will allow for secret polls or voting, which is possible on numerous computer platforms. There are also providers of vote-byphone services, such as https://www.simplyvoting.com/telephone-voting/. A negative consideration is that the service is not free, however, positive concerns are that such a service is a professionally-conducted, neutral voting method. If such a service is used, careful attention must be paid to the protocols used when voting, and how the chair will announce the results of the vote.

If you still wish to proceed by having a designated person tally the individual votes, and to consider these to be ballot votes, be sure the members agree to following this procedure and to the choice of designated individual. Suggestions for the individual would include non-members, such as a respected member from another chapter, a minister, or a judge. The chapter’s chaplain, if this office exists, is also a sensible option if no non-member will agree to these conditions.

Cancel HoA Meeting

QQuestion 9: I serve on a condominium board. We sent notice of the

annual owners’ meeting to be held on May 28, 2020. However, due to the pandemic, we were informed that we couldn’t hold a meeting with more than just a few people. Unfortunately, our bylaws do not allow for the owners’ meeting to be held electronically.

Our board wants to encourage owner attendance and not discourage it, and we want owners to volunteer for election to serve on the board, so we want to cancel the originally scheduled annual meeting and hold it later in the year. However, our bylaws state that the annual meeting must be held in May, and that notice must be mailed 30 days prior to the meeting date. How can we properly reschedule the annual meeting for later in the year?

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ANSWER:

If there are state or local laws relating to condominiums, legal counsel should also be consulted. If the bylaws and state or local laws do not allow owners’ meetings to be held electronically, then no electronic meeting can be held. A future bylaw amendment to allow electronic meetings could be considered in case this sort of emergency occurs again. If the meeting in May is canceled, the bylaw provision requiring the annual meeting to be held in May will be violated. One course of action that could satisfy the bylaw and parliamentary requirements, along with respecting any pandemic proclamation and social distancing requirements, is the following: (a)

Notify owners that the board recommends adjourning the meeting to another date, time, and place (see Fix the Time to Which to

Adjourn, RONR (11th ed.), pp. 242-246), and that owners are discouraged from attending due to the pandemic.

(b) Have the president, with the secretary (or another board member or a person willing to serve as the recording secretary), go to the meeting location and call the meeting to order at the proper time.

(c) Adjourn the meeting, by unanimous consent, to meet at the date, time, and place chosen.

(d)

Although technically no notice is necessary of this adjourned meeting, unless the bylaws or laws state otherwise, that doesn’t preclude the board from sending a reminder notice later in the year to encourage attendance. The above course of action could also help avoid challenges that might be raised if the meeting were just canceled or simply not held.

Questions & Answers Research Team

Alison Wallis, PRP Q&A Research Editor Ann Homer, PRP Assistant Q&A Research Editor Rachel Glanstein, PRP Parliamentary Consultant Timothy Wynn, PRP Parliamentarian