Bylaws and Special Rules for Electronic Meeting

Posted on 26 August 2020


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The community organisation’s constitution and bylaws or charter are its governing documents. Thus, if the community organisation intends to use the electronic meeting as a mode of meeting, it is preferable the governing documents have the said provision, rather than leave it silence. 

The authorship team of Robert’s Rules of Order Newly Revised (RONR), i.e. Henry Robert, Daniel Honemann, Thomas Balch, Daniel Seabold and Shmuel Gerber, have made a sample bylaw provision for adopting electronic meeting as a mode of meeting. 

The authorship team was anticipating there would be four different types of electronic meeting, which include:

  • Scenario A. Full-feather internet, or combination internet and phone, meeting services that integrate audio (or with video), text, and voting capabilities. These including using the application like Zoom, Microsoft Team, Skype, Cisco Webex, Tencent Wechat etc. 
  • Scenario B. Telephone meetings, with internet services for conducting secret votes and sharing documents.
  • Scenario C. A speakerphone in the meeting room to allow members who are not physically present to participate by phone. 
  • Scenario D. Telephone meetings without internet support. 

Scenario A would be the common scene as most of the electronic meetings are conducted through smart devices and computers. Therefore, the sample bylaw provision for Scenario A, as suggested by the authorship team and with my proposed amendment, is as follow:

Meetings Held Electronically. 

Except as otherwise provided in these bylaws, meetings of the Board (and the Society, please delete if not applicable) shall be conducted through the use of Internet meeting services designated by the President that support anonymous voting and support visible displays identifying those participating, identifying those seeking recognition to speak, showing (or permitting the retrieval of) the text of pending motions, and showing the results of votes. These electronic meetings of the Board (and the Society, please delete if not applicable) shall be subject to all rules adopted by the Board, or by the Society, to govern them, which may include any reasonable limitations on, and requirements for, Board (and the Society, please delete if not applicable) members’ participation. Any such rules adopted by the Board shall supersede any conflicting rules in the parliamentary authority, but may not otherwise conflict with or alter any rule or decision of the Society. An anonymous vote conducted through the designated Internet meeting service shall be deemed a ballot vote, fulfilling any requirement in the bylaws or rules that a vote be conducted by ballot.

The community organisation shall further make the special rules for the electronic meeting. The proposed rules by the authorship team are as follow:

Rules for Electronic Meeting

  1. Login information. The Corresponding Secretary shall send by e-mail to every member of the Board (and the Society, please delete if not applicable), at least [time] before each meeting, the time of the meeting, the URL and codes necessary to connect to the Internet meeting service, and, as an alternative and backup to the audio connection included within the Internet service, the phone number and access code(s) the member needs to participate aurally by telephone. The Corresponding Secretary shall also include a copy of, or a link to, these rules.
  2. Login time. The Recording Secretary shall schedule Internet meeting service availability to begin at least 15 minutes before the start of each meeting.
  3. Signing in and out. Members shall identify themselves as required to sign in to the Internet meeting service, and shall maintain Internet and audio access throughout the meeting whenever present, but shall sign out upon any departure before adjournment.
  4. Quorum calls. The presence of a quorum shall be established by an audible roll call at the beginning of the meeting. Thereafter, the continued presence of a quorum shall be determined by the online list of participating members, unless any member demands a quorum count by audible roll call. Such a demand may be made following any vote for which the announced totals add to less than a quorum.
  5. Technical requirements and malfunctions. Each member is responsible for his or her audio and Internet connections; no action shall be invalidated because the loss of, or poor quality of, a member’s individual connection prevented participation in the meeting.
  6. Forced disconnections. The chair may cause or direct the disconnection or muting of a member’s connection if it is causing undue interference with the meeting. The chair’s decision to do so, which is subject to an undebatable appeal that can be made by any member, shall be announced during the meeting and recorded in the minutes.
  7. Assignment of the floor. To seek recognition by the chair, a member shall … [specifying the exact method appropriate to the Internet meeting service being used]. Upon assigning the floor to a member, the chair shall clear the online queue of members who had been seeking recognition. To claim preference in recognition, another member who had been seeking recognition may promptly seek recognition again, and the chair shall recognize the member for the limited purpose of determining whether that member is entitled to preference in recognition.
  8. Interrupting a member. A member who intends to make a motion or request that under the rules may interrupt a speaker shall use [the designated feature] for so indicating, and shall thereafter wait a reasonable time for the chair’s instructions before attempting to interrupt the speaker by voice.
  9. Motions submitted in writing. A member intending to make a main motion, to offer an amendment, or to propose instructions to a committee, shall, before or after being recognized, post the motion in writing to the online area designated by the Recording Secretary for this purpose, preceded by the member’s name and a number corresponding to how many written motions the member has so far posted during the meeting (e.g., “SMITH 3:”; “FRANCES JONES 2:”). Use of the online area designated by the Recording Secretary for this purpose shall be restricted to posting the text of intended motions.
  10. Display of motions. The Recording Secretary shall designate an online area exclusively for the display of the immediately pending question and other relevant pending questions (such as the main motion, or the pertinent part of the main motion, when an amendment to it is immediately pending); and, to the extent feasible, the Recording Secretary, or any assistants appointed by him or her for this purpose, shall cause such questions, or any other documents that are currently before the meeting for action or information, to be displayed therein until disposed of.
  11. Voting. Votes shall be taken by the anonymous voting feature of the Internet meeting service unless a different method is ordered by the Board or required by the rules. When required or ordered, other permissible methods of voting are by electronic roll call or by audible roll call. The chair’s announcement of the voting result shall include the number of members voting on each side of the question and the number, if any, who explicitly respond to acknowledge their presence without casting a vote. The business may also be conducted by unanimous consent.
  12. Video display. [For groups using video, but in which the number of participants is too large for all to be displayed simultaneously:] The chair, the Recording Secretary, or their assistants shall cause a video of the chair to be displayed throughout the meeting, and shall also cause display of the video of the member currently recognized to speak or report.

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