Electronic Meeting, Societies Act 1966 and Robert’s Rules of Order

Posted on 23 August 2020

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The electronic meeting has become a preferred mode of meeting for the community organisation than a physical face-to-face meeting, especially during the lock-down period in Malaysia.

But, if its constitution and bylaws or charter does not specifically provide electronic meeting as the authorised mode of meeting, is it legal to conduct an electronic meeting in place of physical meeting, or is the decision made in the electronic meeting binding? 

The Societies Act 1966 is silence on the usage of the electronic meeting nor specified any mode of the meeting nor define the meeting as the face-to-face meeting.

On the safe side, if the community organisation’s constitution and bylaws expressly recognised the electronic meeting as a mode of meeting, the meeting is effective and the decisions made are binding. On the other hand, in my opinion, as long as its constitution and bylaws do not limit the meeting to the physical face-to-face meeting, the electronic meeting shall have the same effect as the physical meeting.

If the community organisation has adopted Robert’s Rules of Order Newly Revised (RONR) as the governing parliamentary authority, the RONR deliberately requires the community organisation to have an express provision to authorise electronic meeting as a mode of the meeting. RONR (11th ed, page 97 – 99), 

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 — that is, as defined on pages 81–82, a single official gathering in one room or area —of the assembly of its members at which a quorum is present.

Among some organizations, there is an increasing preference, especially in the case of a relatively small board or other assembly, to transact business at electronic meetings—that is, at meetings at which, rather than all participating members being physically present in one room or area as in traditional (or “face-to-face”) meetings, some or all of them communicate with the others through electronic means such as the Internet or by telephone. A group that holds such alternative meetings does not lose its character as a deliberative assembly (see pp. 1–2) so long as the meetings provide, at a minimum, conditions of opportunity for simultaneous aural communication among all participating members equivalent to those of meetings held in one room or area. Under such conditions, an electronic meeting that is properly authorized in the bylaws is treated as though it were a meeting at which all the members who are participating are actually present. 

Thus, it is advisable for the community organisation to amend its constitution or bylaws, by authorizing electronic meeting as a mode of the meeting. 

Clement Ong is a Non-Practicing Advocate & Solicitor (Malaysia) and a Registered Parliamentarian ® accredited by the National Association of Parliamentarians (United States).