The night of a church's monthly board meeting arrives. The agenda includes a critical and time-sensitive issue. Unfortunately, only four board members show up, two less than the six members needed for a quorum, according to the church bylaws. The four members wait several minutes for additional members to arrive. After half an hour, the pastor reaches two members by telephone. Both are out of town and unable to attend the meeting in person, but the pastor is able to connect them both by a conference call, and then activates the speaker phone so that both of them can hear and be heard along with the other members who are physically present. The pastor and board are confident that this arrangement satisfies the quorum requirement.
But does it? Must board members be physically present to be included in a quorum? Is a board meeting legal if one or more members participate by means of a conference telephone call, or some other means of electronic communication? And if it is not a legal meeting, what effect does this have on decisions made during the meeting?
Or consider this: A church needs to have the board approve a transaction without waiting for the next scheduled board meeting. The church office sends an e-mail to all seven members of the board, asking for their approval. All seven members reply, noting their approval of the transaction. Is the transaction legally authorized? What if one member does not approve the transaction?
Any church that allows one or more members to participate in board meetings by means of electronic communication, or that authorizes actions of the board by common consent, should be certain that such practices are legally authorized. This article will address: