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E-mail Voting For Non-profit

Corporate Law Discussions

E-mail Voting For Non-profit

Postby Marlon » Mon Oct 10, 2016 11:13 pm

Does state law on non-profict organizations in PA allow the directors on the board to vote via e-mail, if the standard process of a motion, second and discussion then vote is followed throughout the e-mail process? We are a non-profit for a local museum, with 15 board members.
Marlon
 
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E-mail Voting For Non-profit

Postby Suffield » Fri Oct 14, 2016 2:24 am

Does state law on non-profict organizations in PA allow the directors on the board to vote via e-mail, if the standard process of a motion, second and discussion then vote is followed throughout the e-mail process? We are a non-profit for a local museum, with 15 board members.
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E-mail Voting For Non-profit

Postby Maro » Fri Oct 14, 2016 9:15 am

First, a disclaimer: I'm not an expert on PA nonprofit law, nor am I an attorney.  I'm a professional parliamentarian, and an expert in Robert's Rules of Order.  But here's what I found with a little research, which I hope is of some help.http://www.citmedialaw.org/legal-guide/pennsylvania/forming-nonprofit-corporatio... provides a link to the state law for PA, with some tips on navigation.

See:http://government.westlaw.com/linkedslice/default.asp?SP=pac-1000

Title 15 Pa.C.S.A. Corporations and Unincorporated Associations

Part II. Corporations

Subpart C. Nonprofit Corporations

Article B. Domestic Nonprofit Corporations Generally

Chapter 57. Officers, Directors and Members

Subchapter A. Notice and Meetings Generally

Section 5703. Place and notice of meetings of board of directors or other body

Section 5708. Use of conference telephone and similar equipment

It appears that meetings must be in person or by teleconference or video-conference("equipment by means of which all persons participating in the meeting can hear each other").

This alone should not preclude having preliminary discussions by email followed by a teleconference meeting to have the official vote.  However, if there are any open meeting laws applicable to your group, this type of law may preclude the pre-meeting email discussions.

If the pre-meeting email discussions are allowed, then as an alternative to the teleconference meeting, the group might even vote by email but later ratify that decision by vote at the next in-person meeting.

By having discussions by email in advance, the teleconference meeting tends to be shorter, with questions answered, amendments made, et cetera, all by email.

Regarding tele-conference meetings, section 5708 says "Except as otherwise provided in the bylaws, one or more persons may participate in a meeting" via such equipment.  If your bylaws adopt Robert's Rules of Order and you want to have teleconference meetings, you should ensure your bylaws explicitly allow such meetings.  This is due to the "except" clause in 5708, and due to the fact that Robert's Rules of Order Newly Revised, 10th edition(the current edition of Robert's Rules of Order) prohibits teleconference meetings unless specifically authorized in the bylaws. If the group does decide to proceed with discussions and possible preliminary vote by email, you may want to adopt some rules to ensure fairness.  Two books to consider as resources for this are:

(A) The Complete Idiot's Guide to Robert's Rules, Chapter 22, Electronic Meetings;

(B) Rules for Electronic Meetings(http://parliamentarians.org/store/itemdetail.php?id=212).

These resources also help with rules you might adopt for teleconference meetings.  
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