by Dr. Leonard M. Young

Professional Registered Parliamentarian

In this time of emergency and social distancing, churches are being faced with how to continue to transact the necessary business when in-person meetings are not advisable. Such business might include adoption of a management budget, the cancellation of an annual meeting/convention, and the election of necessary officers. Churches are looking at their bylaws and procedures and many are finding that they do not have the necessary provisions to help them through this emergency. 

As a professional registered parliamentary for these past 37 years, I have worked with dozens of denominations and literally hundreds of congregations on parliamentary matters and meeting management.  Rarely have I found a church or denomination who has adequate bylaws provisions that would assist them in a time of emergency.

The best alternative is for your bylaws to state what the board can do during an emergency situation. If there are no provisions in your bylaws for what to do, there are other places you may need to turn to see what other provisions exist.  For example, during World War II many associations took action to postpone their national or state meetings because of gasoline rationing that made travel difficult. They did so without necessary bylaws provisions because of the emergency situation prevailing in the country. Sometimes you simply have to do the best you can and hope for grace to prevail.

Usually, bylaws indicate that the election of officers and other board members and the transaction of other necessary business shall take place at the annual meeting or convention. If there are no provisions in the bylaws specifically addressing how or whether an annual meeting or convention can be canceled or postponed there may be other provisions that will come into play.

Board Has Full Authority.  A possibility is to use the provisions of your bylaws that says something like “All of the affairs of _________ shall be governed by the Board.  All of the corporate powers of ___________________ shall be vested in the Board.”   In such a case, the board could take emergency action to cancel the annual meeting or convention using this provision as the basis for that decision. 

If the board should choose to cancel the annual meeting or convention altogether, the board could either decide not to provide an alternative method for meeting to elect officers and board members and thus leave the current trustees in office for another year until a future annual meeting/convention could elect new officers and board members or it could choose to establish an alternate method of election that would not require members to gather in one place. 

In this case, if your bylaws states that “Officers/board members shall serve a term of ____ years or until their successors are elected,” and the annual meeting/convention is cancelled, the current officer and board members would be required to remain in office until another meeting could be safely called by the board and “their successors are elected.” 

Filling Vacancies. If a vacancy should occur in an office during the next year, the board generally has the power to fill vacancies.  If this provision exists in the bylaws, the board may proceed to fill vacancies as needed.

State Law Emergency Procedures. Depending on the state in which your church is incorporated, some state non-profit codes provide that in the case of an emergency, boards are authorized to adopt “emergency bylaws” without following the normal procedures.  I would counsel you to be careful about this and certainly to consult your attorney and a professional registered parliamentarian for assistance.  Other states actually provide in their non-profit code that in the case of an emergency the board has full authority to handle the matter.  If you want to know more about this you should consult an attorney licensed to practice law in the state in which you are incorporated.

Conclusion

The Board should first determine if it wishes to cancel the annual meeting/convention and if it chooses to cancel, determine if it wishes to simply wait a year to vote or determine what platform it might wish to use for on-line voting. Of course, it would be better if the your bylaws specified emergency procedures, but if this is not the case (as it is not in almost all bylaws I work with,  I recommend that when time permits, the your bylaws be amended to include emergency provisions that clearly specify the kinds of things outlined above to avoid confusion in the future should such a situation again occur.

An example of such a provision might be:

“In the case of an national emergency declared by the President of the United States or a state emergency declared by the Governor or a local emergency determined by the board of directors, the board shall have all necessary powers to deal with the emergency include, but not limited to canceling or postponing meeting, establishing meetings in an electronic format with the minimum requirement to be simultaneous aural communications, adopting a management budget for the duration of the emergency and filling any vacancies in office that may occur.”

I always advise churches to spend a little money and consult a professional registered parliamentarian when considering how to amend bylaws.  In the present emergency situation holding meeting through platforms like Zoom have become popular. A PRP can also be helpful in facilitating an on-line meeting.

The nature of bylaws is important to understand when considering whether an electronic meeting can be held.  Bylaws are the fundamental rules of the organization, similar to the U.S. Constitution, and they must not be suspended unless a particular clause in the bylaws provides for its own suspension or unless rules of parliamentary procedure have been insinuated into the bylaws (which they should not be).  However, if such rules are in the bylaws, they may be suspended by a two-thirds (2/3rds) vote.

The current edition of Robert’s Rules is Robert’s Rules of Order Newly Revised (11th edition) published in 2011.  The 12th edition will become the current edition when it is release in September 2020. 

The provisions in Robert’s are less governing than your bylaws and would apply if this parliamentary manual is identified your bylaws as the parliamentary authority.  So since many churches use Robert’s it is important to know its provisions regarding electronic meetings.

Below is what Robert’s Rules of Order Newly Revised (RONR) says about electronic meetings.  The key is electronic meetings must be authorized in the bylaws and must, at a minimum, provide for simultaneous aural communication.  So just doing voting electronically without the provisions for the give and take associated with a real meeting (making nominations, debating, making motions, etc.) is not permissible.

Here is the quote from RONR (11th) Page 97-98:

EXTENSION OF PARLIAMENTARY LAW TO ELECTRONIC MEETINGS. 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.

If electronic meetings are to be authorized, it is advisable to adopt additional rules pertaining to their conduct.

TYPES OF ELECTRONIC MEETINGS. Various provisions for electronic meetings are possible, so that more than the minimum standard of an audioconference may be required. Thus, if the bylaws provide for meeting by videoconference (but not merely by "teleconference" or "audioconference"), the meeting must be conducted by a technology that allows all participating members to see each other, as well as to hear each other, at the same time. Provision may also be made for the use of additional collaborative technology to aid in the conduct of a meeting.

It is important to understand that, regardless of the technology used, the opportunity for simultaneous aural 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.

In this time of crisis, it would be understandable if local churches wished to conduct business electronically.  If they wish to do so, these meetings must be provided for in their bylaws as indicated above. 

If your bylaws do not provide for electronic meetings, it would be wise at the first opportunity to amend them to allow for these meetings.

Technological Needs for Online Parliamentary Meeting

If a meeting is to be held using an electronic format, the following are some requirements to make such a meeting successful.

  1. There needs to be a “Hands UP” option and it would be best if when individuals raise their hands than that name and hand come to the top of the screen in the order that hands were raised. This will help to clearly identify those who wish to speak and the order in which they have requested this privilege. My recommendation is to use the functionality contained in Zoom Technology.
  2. There must be capability to establish various votes/polls ahead of the meeting so they can be invoked when needed.  The pools need to be secure and show the results only to the Chair until the Chair is ready to show them to all participants.
  3. It is very, very helpful to have a professional registered parliamentarian engaged for your meetings who is familiar with electronic meetings.  The parliamentarian needs a secure voice channel to the presiding officer.  Often a cell phone connection with the President and an earphone in that officer’s ear is helpful so when the parliamentary and the president need to communicate, they can do so without others hearing the conversation.
  4. The ability to vote must be able to be limited to only those persons who have the right to vote.  However, the others who may have the right to speak in debate but not vote must be accommodated.  A system must be devised whereby only the delegates can vote, but these others can raise their hands and speak when recognized.  If there are going to be observers, they must not have the right to raise a hand, speak or vote. This can best be accomplished by having live-streaming of the meeting on YouTube so that observers can see, but cannot speak or vote.
  5. This type of meeting does not accommodate proxy votes where one voter may cast more than one vote.  To accomplish this a second voting platform such as “Simply Voting” would be required.

 

Proposed Special Rules of Order for Zoom Meetings

If an electronic meeting is going to be held, you will need for some special rules of order to be adopted to facilitate the meeting.  I recommend that your board adopt these and recommend them to the electronic meeting for adoption by the required two-thirds (2/3rds) vote.

The platform I recommend is Zoom.  It is reasonably priced and very user-friendly.  The following rules could facilitate a good Zoom electronic meeting.

  1. The meeting to be held on _______________ will be conducted using Zoom Technology.  The meeting will begin promptly at the hour announced and order must be maintained at all times. This virtual meeting shall be considered the same as an in-person meeting.
  2. The _____________ will serve as the host for the meeting and shall invoke any required polls for voting.
  3. Voting members will be provided a meeting invitation and password which will allow them to enter the virtual waiting room. Voting members will be admitted to the meeting room as participants by _____________. Any invited guest shall be designated as co-hosts which will not allow them to vote. A quorum will be confirmed using the participant logon report within Zoom.
  4. The president will act as chair, except in such circumstances when the president delegates the chair to the parliamentarian.
  5. To address the meeting, a delegate must use the “raise your hand” tool in Zoom. Once called on, the delegate must state their name and their role.
  6. A participant may not speak for more than three (3) minutes on any question under discussion, nor more than once on the same question. There shall not be more than fifteen (15) minutes of total debate on any debatable item. Speakers shall conform to the ruling of the timekeeper.
  7. Agenda items may be approved by unanimous consent if no one objects.  Otherwise, all vote will be taken using the polling feature in Zoom.
  8. All proposals to amend or substitute for an item of business shall be sent electronically by the member proposing them to the Secretary at the following email address: ____________________.
  9. All participants shall mute their microphones and turn off their video feed.  When recognized to speak, a participant shall unmute their microphone prior to speaking without turning on their video.
  10. If a participant’s Internet connection goes down the meeting will not be interrupted, but it shall be as if the member simply stepped out of the meeting room until they reconnect.
  11. Any of these rules may be suspended by a two-thirds (2/3rds) vote of meeting

In this time of emergency, the suggestions given above may allow your church or denomination to continue to function effectively.  I am available for consultations as needed and would be happy for churches of all denominations to contact me for assistance.

 

Dr. Leonard M. Young has been a professional registered parliamentarian for 37 years.  He is a past president, past national parliamentarian, and past executive director of the National Association of Parliamentarians.  Dr. Young specializes in working with churches and denominations of all sizes.  He is a bylaws consultant as well as a meeting parliamentarian and advisor.  Dr. Young can be contacted at drleonardyoungprp@yahoo.com.

 

Photo by Claudiu Hegedus on Unsplash