bylaw revision

John Bailey rekkanoryo at
Wed Mar 24 17:24:20 EDT 2010

On 03/24/2010 04:56 PM, Evan Schoenberg, M.D. wrote:
> I'm not a lawyer, but this seems clear cut: If there isn't an explicit
> restriction against it, there's nothing preventing the use of instant
> messaging for a board meeting.  Why would there be a need for explicitly
> allowing it if it's already included?

The current bylaws require that a board meeting be audible, so the bylaws would
obviously need to be amended to reflect "remote communication" in a more general
sense.  It may be desirable to specifically mention examples of such
technologies, including both IM and telephony.

If the audible thing is required, then the bylaws would have to be amended such
that it states that board members would have to agree upon a remote
communication standard for each meeting (since you obviously don't want to have
to amend the bylaws whenever someone decides a new meeting method is desirable),
be it traditional telephony, IP telephony, IM voice/video conferencing,
voice/video conferencing via something like NetMeeting or GNOME Meeting or
somesuch, or some combination of methods that allows all board members to be as
fully involved in all aspects of the meeting as all other members are.

(Obviously I'm not intending any of this to be used verbatim, as it lacks the
legal refinement required for a corporation's bylaws.  Lawyers will definitely
need to be consulted at some point.)


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