BOARD OF DIRECTORS BYLAWS
THE ANSWERS GIVEN HERE TO THE QUESTIONS PRESENTED ARE BASED UPON THE RULES CONTAINED IN ROBERTS RULES OF ORDER NEWLY REVISED. THESE RULES ARE, IN EFFECT, DEFAULT RULES; THAT IS TO SAY, THEY GOVERN ONLY IF THERE ARE NO CONTRARY PROVISIONS IN ANY FEDERAL, STATE OR OTHER LAW APPLICABLE TO THE SOCIETY, OR IN THE SOCIETY'S BYLAWS, OR IN ANY SPECIAL RULES OF ORDER THAT THE SOCIETY MAY HAVE ADOPTED. THIS FACT MUST ALWAYS BE KEPT IN MIND WHEN READING ANY OF THE ANSWERS GIVEN.

Question: Can we hold our board meetings by conference telephone call?

Answer: You may hold board meetings by conference telephone call only if your bylaws specifically authorize you to do so. If they do, such meetings must be conducted in such a way that all members participating can hear each other at the same time, and special rules should be adopted to specify precisely how recognition is to be sought and the floor obtained during such meetings. [RONR (10th ed.), p. 482, l. 28, to p. 483, l. 5; see also p. 159 of RONR In Brief.]

It should be noted in this connection that the personal approval of a proposed action obtained from a majority of, or even all, board members separately is not valid board approval, since no meeting was held during which the proposed action could be properly debated. If action is taken by the board on the basis of individual approval, such action must be ratified by the board at its next regular meeting in order to become an official act. [RONR (10th ed.), p. 469, l. 24, to p. 470, l. 2.]

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