MSU Extension

In our fast-paced world where time is precious, I am not surprised by how often I am asked as an Michigan State University Extension educator, “Can our board vote by email?” With email becoming more and more the norm for organizational communication, it seems logical that deliberating and making board decisions via electronic mail would be a reasonable and justifiable alternative to meeting face-to-face. The email option might seem useful when an urgent decision is needed between regular meetings.

Although getting the board together for special meetings can be costly and often seems impossible to accomplish, at this point, I still say “Beware!”  Electronic meetings hinder aspects of the deliberative process and are therefore limited or not allowed by many organizations.  In order to know whether a board can use email or any other “non-face-to-face” technology meeting to make decisions depends on the rules (and laws) that govern the board’s activities.

To understand the impact “e-meetings” have on the deliberative process, let’s first define the difference between a synchronous and an asynchronous meeting. Traditional meetings are synchronous, when people are gathered together in the same place at the same time. An electronic meeting can be synchronous when people gather at the same time, but differs in that people do not sit together in the same place. Telephone and web conferencing are used for synchronous electronic meetings.

Electronic meetings can be asynchronous; e-mail could be used as a form of an asynchronous electronic meeting, when people are allowed to participate at different times and in different locations.  One can easily surmise that the type of interpersonal interaction during each of these types of meetings would differ greatly. In addition, the traditional way members are recognized and motions presented, discussed and voted upon would need to be modified in order to run an orderly and fair meeting.

Some organizations are strictly prohibited from using anything other than a face-to-face meeting. For example, elected and appointed officials who serve on public boards and meet to deliberate and decide upon issues of public policy may not meet electronically, as that would clearly violate the Michigan Open Meetings Act.  Although the OMA does not prohibit the use of email for board communication, the nature of public board communications should be informational and one directional only. The extent of any discussion of issues via email should be strictly limited and only between one sender and one receiver (as long as not violating the rules of quorum under OMA). 

Further, a public board member should be cautious if using the “reply all” function when communicating with fellow board members to make sure they are not inadvertently beginning dialogue which should occur in a public setting.

Nonprofit corporations in Michigan are bound by rules set forth in Public Act 162 of 1982 (MCL 450.2101 - 450.3192) and thus are limited to the kinds of e-meeting technologies they may use to hold a meeting.  PA 162 prescribes that all meetings must be synchronous and at a minimum must allow all members to hear each other. If a nonprofit corporation’s bylaws permit, a meeting of shareholders or members may be held using remote technology as long as the meeting meets those criteria.   A telephone or web-conference technology would meet the criteria; however, e-mail would not as it is unlikely to be synchronous. Chat pods could be synchronous but do not allow members to hear one another, therefore, violate the rules set forth under PA 162, and are not allowed to be used for meetings of non-profit corporations. 

What about other non-corporate and non-public groups who are not governed by state law? In order to vote or deliberate by email, any voluntary organization would have to spell out an electronic meeting option in their bylaws. If allowed, special meeting rules should be adopted to ensure the rights of members are upheld and the integrity of the organization maintained during the meeting.

Part two of this article, “Electronic Meetings: Establishing Meeting Rules,” will provide suggestions for special rules that a board should consider for effective electronic meetings.

Michigan State University Extension offers educational programs and assistance to organizations in areas of board member professional development, strategic planning, conflict resolution and many other topics!  To learn more about this and other programs, contact an expert in your area.