Bylaws Guidelines for Meeting Electronically
The following guidelines apply for chapters that wish to meet electronically in lieu of in-person meetings:
OPTION #1. Bylaws authorize electronic meetings.
If the chapter’s bylaws currently authorize the holding of meetings via electronic means, the chapter should consult the specific language of the bylaw provision to determine what is necessary to call and hold a meeting via electronic means. (If your bylaws authorize members to participate in an in-person meeting via electronic means, but do not authorize the meeting itself to be held entirely via electronic means, see OPTION #2.)
OPTION #2. Bylaws authorize absent members to participate via electronic means, but do not authorize the meeting itself to be held entirely via electronic means. There is a difference between an electronic meeting and electronic participation in an in-person meeting. If the chapter’s bylaws are worded so as to require in-person meetings, but also authorize members to participate in those meetings via electronic means, the chapter should check the quorum and location requirements to determine whether the meeting can be held at one member’s house with only one member in attendance, while other members attend via electronic means.
OPTION #3. Informal electronic meeting without the transaction of business.
chapter’s whose bylaws do not authorize the holding of meetings via electronic means may hold an informal gathering of members via electronic means. At such a gathering, the transaction of business would NOT be in order, but the gathering could incorporate a technical program, Q&A sessions, and informal discussions. In such a gathering, if the members decided upon any business to undertake in the name of the chapter, such action would NOT be the action of the chapter unless it was later ratified at a meeting in accordance with the chapter’s governing documents.
OPTION #4. Bylaws authorize business to be transacted without a meeting.
If the chapter’s bylaws authorize business to be transacted without a meeting (e.g., by e-mail, by telephone, etc.), this is a way for the chapter to tend to pressing affairs without meeting in person. Matters could be discussed informally as shown in OPTION #3 above, and the actual business could be transacted in the alternate form prescribed in the bylaws.
Ultimately, the chapter’s bylaws, special rules of order, and standing rules will determine which option is appropriate for it.
Adapted from the National Association of Parliamentarians March 24, 2020.